Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator In performing the Services, Accounting Agent shall exercise care, prudence and diligence, and shall act in good faith and without negligence. Accounting Agent, its directors, officers, and employees, shall be responsible kept indemnified by the Companies or Accounts, as applicable, and shall be without liability to the Companies, Accounts, or GEAM for any action taken or omitted by it in good faith without negligence and in compliance with laws applicable to Accounting Agent in its capacity as fund accounting agent and that affects the Accounting Agent’s performance only of such the Services under this Agreement. Accounting Agent shall not be liable for any damages arising out of its performance of or failure to perform its duties as are set forth in under this Agreement andexcept to the extent that such damages arise directly out of Accounting Agent’s willful misfeasance, except bad faith, fraud, negligence, or violation of law applicable to Accounting Agent in its capacity as otherwise provided fund accounting agent and that affects the Accounting Agent’s performance of the Services hereunder. Accounting Agent shall not be responsible or liable for any failure or delay in performance of its obligations under Section 14this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, where the disruption from such events could not be reasonably prevented or mitigated through industry-standard contingency or back-up measures. Except as may arise from Accounting Agent’s own negligence, bad faith, fraud or willful misconduct or the negligence, bad faith, fraud or willful misconduct of an agent, Accounting Agent shall have no responsibility be without liability to 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. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “;

Limitation of Liability and Indemnification. The Administrator shall act with reasonable care in carrying out the provisions of this Agreement. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trusts 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 Trusts by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrusts. 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 unless solely caused by or resulting from the negligence negligence, bad faith, reckless disregard or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Trusts 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 liability or loss suffered by the Company Trusts including, but not limited to, any liability relating to qualification of the Company a Trust as a regulated investment company or any liability relating to the Companya Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to two times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. “The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Company 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 Company each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companyeach 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 unless solely except to the extent caused by or resulting from the negligence or negligence, willful misconduct or bad faith of the Administrator, its officers officers, employees or employeesagents. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company includinga Fund, including but not limited to, any liability relating to qualification of the Company a Fund as a regulated investment company or any liability relating to the Companyeach Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Administrator’s liability under this Agreement shall be limited to such Liability Periodamount as may be agreed upon from time to time between the parties hereto. “The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage 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, any action or omission by it in 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 each 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 Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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 regardless of the parties regardless form of whether such damages action and even if the same were foreseeable or whether either party or any entity had been advised of the possibility of such damagesforeseeable. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period, except as otherwise agreed by the parties in writing. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator agrees to perform its services under this Agreement with reasonable care and without negligence. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company 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 Company Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund. 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 unless solely caused by or resulting from the negligence negligence, bad faith or willful misconduct of the Administrator, its officers officers, employees or employeesagents. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for the Company Fund by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyFund. 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 under this Agreement unless solely caused by or resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations under this Agreement of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive indirect or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Administrator's liability under this Agreement shall be limited to such Liability Periodamount 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 reckless disregard of its duties and obligations under this Agreement, the Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such failure or delay give the Fund the right to terminate this Agreement. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations 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. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement 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 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 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 unless solely caused by or resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Sub-Administrator’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to a Company the Administrator under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its the total annual compensation earned by the Sub-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 Company Administrator or the Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “with

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Company, the Trust, Framlington or St. Clair insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for the Company Company, the Trust, Framlington or St. Clair by entities other than the Administrator prior to the Administrator’s '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 under this Agreement unless solely caused by or resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations under this Agreement of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive indirect or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company Company, the Trust, Framlington or St. Clair including, but not limited to, any liability relating to qualification of the Company Company, the Trust, Framlington or St. Clair as a regulated investment company or any liability relating to the Company’s , the Trust, Framlington or St. Clair's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Administrator's liability under this Agreement shall be limited to such Liability Periodamount 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 reckless disregard of its duties and obligations under this Agreement, the Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such failure or delay give the Company, the Trust, Framlington or St. Clair the right to terminate this Agreement. Each of the Company, the Trust, Framlington and St. Clair shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 Company, the Trust, Framlington or St. Clair, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement. Each of the Company, the Trust, Framlington and St. Clair 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 Company, the Trust, Framlington or St. Clair 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 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 Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 147, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Funds insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for the Company Funds by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyFunds. 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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to a Company the Funds under this Agreement regardless of the form of 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 Company Funds including, but not limited to, any liability relating to qualification of the Company Funds as a regulated investment company or any liability relating to the Company’s Funds' compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “"

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for the Company Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to a Company the Trust under this Agreement regardless of the form of 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 Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “"

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. “The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 1415, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by such loss or resulting damage arises directly from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 by the Trust hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The 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 its performance of all services performed under this Agreement. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the bad faith, negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any 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 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 unless solely caused by or resulting from the negligence negligence, bad faith or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a each Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146 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 Administrator Bank shall have no liability in respect of any loss, damage or expense suffered by any Company the Trusts insofar as such loss, damage or expense arises from the performance of the AdministratorBank’s duties hereunder solely in reliance upon records that were maintained for the Company Trusts by entities other than the Administrator Bank prior to the AdministratorBank’s appointment as administrator provision of enhanced accounting services for the CompanyTrusts. The Administrator 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 unless solely except to the extent caused by or resulting from the negligence negligence, bad faith or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company includingBank, but the Bank’s total cumulative liability under this Agreement shall be limited to such amount as may be mutually agreed upon in writing from time to time. The Bank shall not limited tobe responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster or governmental action. Each Trust shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank’s acceptance of this Agreement, any liability relating action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to qualification have been duly authorized by the Trust, provided that this indemnification shall not apply to actions or omissions of the Company as a regulated investment company Bank, its officers or any liability relating to employees in cases of its or their own negligence, bad faith or willful misconduct. The indemnification contained herein shall survive the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trusts 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 Trusts by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrusts. 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 unless solely caused by or resulting from the negligence negligence, bad faith or willful misconduct or reckless disregard of its duties and/or obligations under this Agreement, of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Trusts 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 such amount as may be agreed upon from time to time between the preceding Compensation Period, as defined herein, parties hereto. The Administrator shall not be responsible or liable for any liability failure or loss suffered delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trusts shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Company includingAdministrator resulting from any claim, but not limited todemand, action or suit in connection with the Administrator’s acceptance of this Agreement, any liability relating action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to qualification have been duly authorized by the 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 Company as a regulated investment company Administrator, its officers or any employees in cases of its or their own negligence, bad faith, willful misconduct or reckless disregard of its or their duties and/or obligations under this Agreement. The limitation of liability relating to and indemnification contained herein shall survive the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “termination of this Agreement.

Limitation of Liability and Indemnification. a. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14in this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its sub-contractors, officers or employees. The Administrator employees in the performance of its or their obligations under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. b. Neither party shall not be liable to the other for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In damages arising out of any eventact or failure to act hereunder. c. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication 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 Administrator uses its best efforts to mitigate losses of the Portfolios. d. The Trust shall indemnify and hold harmless the Administrator and its directors, officers, employees and sub-contractors against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Administrator as a result of any claim, demand, action or suit in connection with or arising from the Administrator’s cumulative liability for each calendar year (acceptance of this Agreement, any action or omission of the Administrator in the performance of its duties under this Agreement, or as a “Liability Period”) with respect result of acting upon any instructions reasonably believed by the Administrator to a Company be genuine and to have been duly authorized by the 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 Administrator, its officers or employees in cases of its or their own negligence or willful misconduct in the performance of their obligations and duties under this Agreement regardless or by reason of the form 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 legal theory shall be limited to its total annual compensation earned and fees payable hereunder during suit in connection with or arising from the preceding Compensation Period, as defined herein, for any liability negligence or loss suffered by the Company including, but not limited to, any liability relating to qualification willful misconduct of the Company as a regulated investment company Administrator or any liability relating to its sub-contractors, officers or employees in the Company’s compliance with any federal performance of its or state tax their obligations and duties under this Agreement or securities statute, regulation by reason of the reckless disregard of its or ruling during such Liability Period. “their duties under this Agreement. f. The indemnifications contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any a 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 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a each Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for the Company Trust by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment employment as administrator service provider for the CompanyTrust. The Administrator 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the AdministratorState Street, its officers or employees. The Administrator State Street shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the AdministratorState Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

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, its directors, officers, and employees, shall be kept indemnified by the Administrator, and shall be without liability to the Administrator or any Company or Account for any action taken or omitted by it in good faith without negligence and in compliance with laws applicable to Sub-Administrator in its capacity as fund sub-administrator and that affects Sub-Administrator’s performance of the Services under this Agreement. Sub-Administrator shall not be liable for any damages arising out of its performance of or failure to perform its duties under this Agreement except to the extent that such damages arise directly out of Sub- Administrator’s willful misfeasance, bad faith, fraud, negligence, or violation of law applicable to Sub-Administrator in its capacity as sub-administrator and that affects Sub-Administrator’s performance of the Services hereunder. Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, where the disruption from such events could not be reasonably prevented or mitigated through industry-standard contingency or back-up measures. Except as may arise from Sub-Administrator’s own negligence, bad faith, fraud or willful misconduct or the negligence, bad faith, fraud or willful misconduct of an agent, Sub-Administrator shall be responsible without liability to the Administrator or any Company or Account for the performance only of such duties as are set forth in this Agreement andany loss, except as otherwise provided under Section 14liability, shall have no responsibility for claim or expense resulting from or caused by: (i) the actions or activities of any other party, including other service providers. The 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 ; (ii) Sub-Administrator’s performance of the Administrator’s duties hereunder Services in reliance upon records that were maintained for the a Company or Account by entities other than Sub-Administrator before 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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision effective date 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. In any event, the AdministratorAgreement; (iii) a Company’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company disqualification as a regulated investment company or any liability relating to the company; and (iv) a Company’s non-compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “ruling.

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, 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 Company Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Company Administrator or the Trusts by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the CompanyTrusts. 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 unless solely caused by or resulting from the negligence or gross negligence, willful misconduct or fraud of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Administrator and any 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 liability or loss suffered by the Company Administrator and any Trust including, but not limited to, any liability relating to qualification of the Company a Trust as a regulated investment company or any liability relating to the Company’s Trusts’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company each Trust 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 each Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companyeach 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company each Trust under this Agreement regardless of the form of 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 the Company each Trust including, but not limited to, any liability relating to qualification of the Company each Trust as a regulated investment company or any liability relating to the Companyeach Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund the right to terminate this Agreement. “The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. 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. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement andTFL and its subcontractors (if any), except as otherwise provided under Section 14and its and their respective officers, shall have no responsibility for the actions directors, agents or activities of any other partydesignees, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any specialloss incurred by COMPANY occasioned by acts performed (or not performed) by them, indirector advice or assistance given by them, incidentalin good faith in the performance of their duties hereunder, punitive 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 subcontractors be held liable for any consequential damages or for any loss of profits suffered by COMPANY or by any third party, and provided further that the 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 subcontractors, and its and their respective officers, directors, agents and designees, from and against all costs, damages, including lost profits, of any kind whatsoever (including, without limitationjudgments, attorneys’ fees) under , expenses, obligations and liabilities of every kind and nature which they or any provision of this Agreement them may incur, sustain or for any such damages be required to pay in connection with or arising out of the performance of their obligations hereunder (unless such costs, damages, judgments, fees, expenses, obligations or liabilities are incurred in connection with or arise out of willful wrongdoing or gross negligence). This Section III shall survive the termination of this Agreements. COMPANY hereby agrees and acknowledges that any act risk of business records loss and business interruption loss are assumed by COMPANY, and that TFL will not provide business records insurance 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “business interruption insurance.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trusts 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 Trusts by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companyhereunder. 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 unless solely caused by or resulting from or attributable to (a) the negligence negligence, willful misconduct, bad faith or willful misconduct reckless disregard of the Administrator, its officers or employees, or (b) the material breach of this Agreement by the Administrator. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Trusts under this Agreement regardless of the form of 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 Company Trusts including, but not limited to, any liability relating to qualification of the Company a Trust as a regulated investment company or any liability relating to the Company’s Trusts’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companyhereunder. 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 unless solely caused by or resulting from or attributable to (a) the negligence negligence, willful misconduct, bad faith or willful misconduct reckless disregard of the Administrator, its officers or employees, or (b) the material breach of this Agreement by the Administrator. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Trust under this Agreement regardless of the form of 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 Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company 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 Company Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company each Fund 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 liability or loss suffered by the Company each Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. “The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company and the Fund shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in 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 Company and the Fund, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund the right to terminate this Agreement. “The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. 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 Administrator shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be 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, regardless of location) to exercise such reasonable care and diligence. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers officers, employees, or employeesagents. The Administrator shall not be liable for 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 specialact or thing which this Agreement provides shall be performed or omitted to be performed, indirect, incidental, punitive or consequential damages, including lost profits, by reason of: (i) any provision of any kind whatsoever 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, attorneys’ feesthe 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 delay or nonperformance is caused by (A) under 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 provision material performance delay or non-performance in accordance with this paragraph. In no event shall the Trust 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 Trust shall indemnify and hold the Administrator and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Administrator is authorized to rely pursuant to the terms of this Agreement Agreement, or for any action taken or omitted by it in good faith, provided that such damages arising out action or omission is consistent with the standard of any act or failure care applicable 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company Administrator under this Agreement regardless and the Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Losses in question. 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 contained herein shall survive the termination of this Agreement. The Administrator need not maintain any insurance for the benefit of the form Trust. The Administrator shall maintain a commercially reasonable level of action or legal theory errors and omissions and fidelity insurance in its reasonable discretion, and 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 provide a certificate of the Company as a regulated investment company or any liability relating such insurance to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Trust upon request from time to time.

Limitation of Liability and Indemnification. a. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14in this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its sub-contractors, officers or employees. The Administrator employees in the performance of its or their obligations under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. b. Neither party shall not be liable to the other for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In damages arising out of any eventact or failure to act hereunder. c. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication 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 Administrator uses its best efforts to mitigate losses of the Portfolios. d. The Trust shall indemnify and hold harmless the Administrator and its directors, officers, employees and sub-contractors against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Administrator as a result of any claim, demand, action or suit in connection with or arising from the Administrator’s cumulative liability for each calendar year (acceptance of this Agreement, any action or omission of the Administrator in the performance of its duties under this Agreement, or as a “Liability Period”) with respect result of acting upon any instructions reasonably believed by the Administrator to a Company be genuine and to have been duly authorized by the 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 Administrator, its officers or employees in cases of its or their own negligence or willful misconduct in the performance of their obligations and duties under this Agreement regardless or by reason of the form 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 legal theory shall be limited to its total annual compensation earned and fees payable hereunder during suit in connection with or arising from the preceding Compensation Period, as defined herein, for any liability negligence or loss suffered by the Company including, but not limited to, any liability relating to qualification willful misconduct of the Company as a regulated investment company Administrator or any liability relating to its sub-contractors, officers or employees in the Company’s compliance with any federal performance of its or state tax their obligations and duties under this Agreement or securities statute, regulation by reason of the reckless disregard of its or ruling during such Liability Period. “their duties under this Agreement.. f. The indemnifications contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In Except as otherwise agreed by the parties, in any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement 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 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Fund under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its 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 Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for the Company Trust by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment employment as administrator service provider for the CompanyTrust. The Administrator 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the AdministratorState Street, its officers or employees. The Administrator State Street shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the AdministratorState Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’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 event(s) giving rise to State Street’s liability for that period have occurred. Notwithstanding the foregoing, the 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 be the date of this Agreement through December 31, 2018, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2019 and terminating on December 31, 2019 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis. State Street shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold State Street and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by State Street resulting from any claim, demand, action or suit in connection with State Street’s acceptance of this Agreement, any action or omission by it in 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 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 State Street, its officers or employees in cases of its or their own gross negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for the Company Fund by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyFund. 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 under this Agreement unless solely caused by or resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations under this Agreement of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive indirect or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Administrator's liability under this Agreement shall be limited to such Liability Periodamount 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 reckless disregard of its duties and obligations under this Agreement, the Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such failure or delay give the Fund the right to terminate this Agreement. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations 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 duties of the Administrator shall be responsible for the performance only of such duties as are confined to those expressly set forth in this Agreement andAgreement, except as otherwise provided under Section 14and no implied duties are assumed by or may be asserted against the Administrator. In the absence of gross negligence, shall have no responsibility for the actions bad faith or activities of any other party, including other service providers. The Administrator shall have no liability fraud 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’s duties hereunder in reliance upon records that were maintained for the Company by entities other than Services, the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator 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 the performance for any act or nonperformance of omission in carrying out its duties hereunder unless solely caused by or resulting from under this Agreement. As used in this ARTICLe 5, the negligence or willful misconduct term "ADMINISTRATOR" shall include the officers, directors, employees, affiliates and agents of the AdministratorAdministrator 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 officers activities or employeesthe 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 liable responsible for any specialinaccuracy, indirect, incidental, punitive failure or consequential damages, including lost profits, delay in the performance of any kind whatsoever of its obligations under this Agreement if such inaccuracy, failure or delay was due to (includingi) the inaccuracy, without limitationfailure or delay was due to the failure or delay of any Fund, attorneys’ fees) underlying fund or either of their respective agents to perform its obligations under any provision of this Agreement or (ii) 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 such damages 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 of: (i) any act or failure to act hereunder, each of which is hereby excluded by agreement omission of the parties regardless Administrator in carrying out its duties hereunder or as a result of whether 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 damages were foreseeable loss, damage or whether either party expense is caused by or arises from the Administrator's bad faith, fraud or gross negligence in the performance of the Services; (ii) any material violation by any Fund or the Investment Manager of any applicable investment policy, law or regulation, (iii) any material misstatement or omission in the Offering Memorandum or any entity had been advised Fund Data; (iii) any material breach by a Fund of any representation, warranty or agreement contained in this Agreement; (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 possibility Administrator as a result of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) 's compliance with respect to a Company 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 PeriodRegulations, as defined herein, for any liability or loss suffered by the Company 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 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's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by 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 consults with Fund counsel pursuant to this provision, any such expense shall be borne by the applicable Fund. The Administrator shall have no liability relating for its reliance on Fund Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Investment Manager) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to qualification investigate or confirm the accuracy or adequacy of any information provided by any of the Company as a regulated investment company or foregoing third parties. The Administrator shall have no obligations with respect to any liability laws relating to the Company’s purchase or sale of Shares in a Fund. Further, each Fund assumes full responsibility for the preparation, contents and distribution of its Offering Memorandum and its compliance with any federal applicable laws, rules, and regulations. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or state tax threatened litigation or securities statuteAction with respect to which indemnification hereunder may ultimately be merited. If in any case a Fund may be asked to indemnify or hold the Administrator harmless, regulation the Administrator shall promptly advise such Fund of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify such Fund promptly concerning any situation which presents or ruling during appears likely to present the probability of such Liability Perioda 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 Administrator, whose approval shall not be unreasonably withheld. In the event that a Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If a Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. The provisions of this ARTICLE 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any 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 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a each Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 147, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company a Fund or Portfolio 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 Fund or Portfolio by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company each Fund and Portfolio 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 liability or loss suffered by the Company each Fund and Portfolio, including, but not limited to, any liability relating to qualification of the Company a Fund as a regulated investment company or any liability relating to the Companya Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for the Company Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any unforeseeable special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever damages (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to a Company the Trust under this Agreement regardless of the form of 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 Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “"

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for the Company Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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 damagesAgreement. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Administrator's liability under this Agreement shall be limited to such Liability Periodamount 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 reckless disregard of its duties and obligations under this Agreement, the Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of their duties and obligations. 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 provided above. In the event the Trust 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 Trust 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 Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trusts 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 a Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companysuch 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 unless solely caused by or resulting from the bad faith, negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company each 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 PeriodPeriod with respect to such Trust, as defined herein, for any liability or loss suffered by the Company such Trust including, but not limited to, any liability relating to qualification of the Company such Trust’s operation as a regulated investment company commodity pool or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “any

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in good faith reliance upon records that were maintained for the Company Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employeesemployees and any person or persons employed, associated, or contracted by the Administrator as contemplated by the last paragraph of Section 6 of this Agreement. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, unless otherwise agreed to by the parties in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Trust under this Agreement regardless of the form of 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 Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to the greater of its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, two years or $500,000 for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, arising out of or resulting from the Administrator's negligence or willful misconduct. 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 Liability Period. “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 shall be responsible for the performance of only of such duties as are set forth in this Agreement 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 146, 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 the Advisor or the Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Company Advisor or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator for the CompanySub-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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “total

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any 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. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a the Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall (a) Investment Manager, its affiliates and each of their respective officers, managers, employees, agents, affiliates and representatives will not be responsible liable for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of (i) any loss, damage damage, or expense suffered liability of any kind incurred by Client (including without limitation legal expenses and costs and expenses relating to investigating and defending any Company insofar as such loss, damage claims) by 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 with respect to the AdministratorAccount unless such losses are actual investment losses (and not incidental or consequential losses or expenses) 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 Investment Manager’s appointment as administrator for the Company. The Administrator shall have no liability for any error breach of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the fiduciary duty under ERISA, negligence or willful misconduct in the performance of its obligations 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 consequence of Investment Manager’s performance of, or failure to perform, the 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 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 legal fees and expenses) (“Losses and Expenses”) arising out of or in connection with this Agreement, excluding however those Losses and Expenses which are finally determined by a court of competent jurisdiction to have resulted directly from Investment Manager’s breach of fiduciary duty under ERISA, negligence or willful misconduct in the performance of its obligations as described by this Agreement. (d) Investment Manager does not guarantee the future performance of the AdministratorAccount or any specific level of performance or the success of any investment decision or strategy that Investment Manager may employ in 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, its officers or employees. The Administrator employees and agents shall not be liable for any specialmisstatement or omission contained in any information provided by Client, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages loss, liability, claim, damage or expense, whatsoever, as incurred, arising out of any act or failure attributable to act hereunder, each such misstatement or omission. (f) This Section 13 shall survive resignation of which is hereby excluded by agreement Investment Manager or the termination 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 damagesthis Agreement. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company under Nothing in this Agreement regardless shall in any way constitute a waiver or limitation of the form of action any rights that may not be so limited 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 Company as a regulated investment company or any liability relating to the Company’s compliance waived in accordance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “applicable law.

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 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 unless solely except to the extent caused by or resulting from the negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Neither party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement (including this Section 8) 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. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to two and one half (2 1/2) times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Administrator, the Trusts or the Investment Funds, including, but not limited to, any liability relating to qualification of the Company any Trust as a regulated investment company or any liability relating to the Company’s any Trust's compliance with any federal or state tax or securities statute, regulation or ruling 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 used to calculate the limitation of liability hereunder. The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Administrator and the Trusts shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in 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 Administrator and the Trusts, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own negligence or willful misconduct. 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 indemnification provided above. In the event the Administrator and/or the Trusts elect to assume the defense of any suit and retain such Liability Periodcounsel, the Bank or any other person entitled to such indemnification, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless the Administrator or 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 shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, 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 the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Company Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator for the CompanyAdministrator. 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 unless solely caused by such loss or resulting from damage arises directly from, and then only to the extent of, the negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the services performed 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 liability or loss suffered by the Company Administrator including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “tax

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, 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 the Funds or the Investment Manager insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder solely in reliance upon records that were maintained for the Company Funds or the Investment Manager by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the CompanyFunds. 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 unless solely caused by or resulting from the negligence gross negligence, bad faith or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any eventevent unless otherwise agreed to in writing by the parties, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Funds and the services provided under this Agreement regardless of the form of 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 Company Funds or the Investment Manager including, but not limited to, any liability relating to qualification of the Company Funds as a regulated investment company companies or any liability relating to the Company’s Funds’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, 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 the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s 's duties hereunder in reliance upon records that were maintained for the Company Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s 's appointment as sub-administrator for the CompanyFund. 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 unless solely caused by or resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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 damagesAgreement. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company Administrator on behalf of any Fund including, but not limited to, any liability relating to qualification of the Company any Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Sub-Administrator's liability under the Agreement shall be limited to such Liability Periodamount as may be agreed upon from time to time between the parties hereto. “Except as may arise from the Sub-Administrator's bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement, the Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Administrator shall indemnify and hold the Sub-Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator resulting from any claim, demand, action or suit in connection with the Sub- Administrator's acceptance of this Agreement, any action or omission by it in 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 Administrator or the Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of their duties and obligations. 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 provided above. In the event the Administrator elects to assume the defense of any such suit and retain counsel, the Sub-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 Administrator shall have specifically authorized the retaining of such counsel or (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. A. Except as provided in this Section, no party to this Agreement shall 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 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 any other person or entity through participation in HMIS except for the acts and omissions of its own employees, volunteers, agents or contractors. The Administrator parties specifically agree that this Agreement is for the benefit of the parties only and creates no rights in any third party. B. AGENCY agrees to indemnify, defend and hold harmless HMIS LEAD, including its directors, officers, employees, representatives, and agents from and against any and all claims and liabilities (including, without limitation, 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 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 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 only content of 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 andAgreement, except as otherwise provided under Section 14, 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 Administrator It is expressly agreed that in no event 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not HMIS LEAD be liable for any special, indirect, incidentalconsequential, punitive or consequential exemplary damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability relating to qualification or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theories of liability, even if HMIS LEAD has been apprised of the Company as a regulated investment company possibility or likelihood of such damages occurring. HMIS LEAD disclaims any and all liability relating to for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “HMIS.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Trust under this Agreement regardless of the form of 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 Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to two times its total annual compensation earned and fees payable hereunder paid under this Agreement and the Custodian Agreement between the Trust and State Street Bank and Trust Company during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling ruling. The Administrator shall 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, directly or indirectly, by circumstances reasonably beyond its control, including without limitation, work stoppage, power or other mechanical failure, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. 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 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 above (i.e., two times its total annual compensation earned and fees paid under this Agreement and the Custodian Agreement between the Trust and State Street Bank and Trust Company during such Liability Period. “the preceding twelve months.) The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, and except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) damages under any provision of this Agreement or for any such consequential 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, eighteen months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. 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 Liability Periodsuit 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. “The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, Administrator its officers or employeesemployees or the breach of any representation or warranty of the Administrator hereunder. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to the greater of two times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months or one hundred thousand dollars ($100,000) for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Administrator shall maintain a fully functional disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is commercially reasonable in light of the services provided. The Administrator shall, at no additional expense to the Company, take commercially reasonable steps to minimize service interruptions. The Administrator shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such Liability Periodplan and procedures. “The Company shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein 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, its directors, officers, and employees, shall be kept indemnified by the Administrator, and shall be without liability to the Administrator or any Company or Account for any action taken or omitted by it in good faith without negligence and in compliance with laws applicable to Sub-Administrator in its capacity as fund sub-administrator and that affects Sub-Administrator’s performance of the Services under this Agreement. Sub-Administrator shall not be liable for any damages arising out of its performance of or failure to perform its duties under this Agreement except to the extent that such damages arise directly out of Sub-Administrator’s willful misfeasance, bad faith, fraud, negligence, or violation of law applicable to Sub-Administrator in its capacity as sub-administrator and that affects Sub-Administrator’s performance of the Services hereunder. Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, where the disruption from such events could not be reasonably prevented or mitigated through industry-standard contingency or back-up measures. Except as may arise from Sub-Administrator’s own negligence, bad faith, fraud or willful misconduct or the negligence, bad faith, fraud or willful misconduct of an agent, Sub-Administrator shall be responsible without liability to the Administrator or any Company or Account for the performance only of such duties as are set forth in this Agreement andany loss, except as otherwise provided under Section 14liability, shall have no responsibility for claim or expense resulting from or caused by: (i) the actions or activities of any other party, including other service providers. The 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 ; (ii) Sub-Administrator’s performance of the Administrator’s duties hereunder Services in reliance upon records that were maintained for the a Company or Account by entities other than Sub-Administrator before 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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision effective date 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. In any event, the AdministratorAgreement; (iii) a Company’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company disqualification as a regulated investment company or any liability relating to the company; and (iv) a Company’s non-compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “ruling.

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 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 unless solely caused by or resulting from the negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. “The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company and the Trust shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in 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 Company and the Trust, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company a 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 Company such Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companysuch 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers directors, officers, employees or employeesagents. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company Fund 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 with respect to such Fund during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company such Fund including, but not limited to, any liability relating to qualification of the Company such Fund as a regulated investment company or any liability relating to the Companysuch Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to a Company the Trust under this Agreement regardless of the form of 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 Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “"

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement 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 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 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 unless solely caused by or resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Sub-Administrator’s 's cumulative liability for each calendar year (a “"Liability Period”") with respect to a Company the Administrator under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its the total annual compensation earned by the Sub-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 Company Administrator or the Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “"

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by any Company the Administrator or a Fund insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for the Company Administrator or a Fund by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment as administrator for the Companyengagement under this Agreement. The Administrator 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 unless solely caused by or resulting from the fraud, gross negligence or willful misconduct of the AdministratorState Street, its officers or employees. The Administrator State Street shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administratorunless otherwise agreed in writing, State Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the services performed 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 liability or loss suffered by the Company Administrator and Fund including, but not limited to, any liability relating to qualification of the Company a Fund as a regulated investment company or any liability relating to the CompanyAdministrator’s or Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company 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 Company Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund. 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 unless solely caused by or resulting from the negligence negligence, bad faith or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Fund 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 liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “the

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the Trust under this Agreement regardless of the form of 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 Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “preceding

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Sub-Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund or the Administrator including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund or the Administrator the right to terminate this Agreement. “The Fund shall indemnify and hold the Sub-Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator resulting from any claim, demand, action or suit in connection with the Sub- Administrator's acceptance of this Agreement, any action or omission by it in 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 Administrator or the Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. 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 Sub-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) counsel for the Fund shall have determined in good faith that the retention of such additional 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 Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by any Company the Administrator or the Fund insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for the Company Administrator or the Fund by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment as administrator for the Companyengagement under this Agreement. The Administrator 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 unless solely caused by or resulting from the fraud, gross negligence or willful misconduct of the AdministratorState Street, its officers or employees. The Administrator Notwithstanding any other provision of this Agreement, neither party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administratorunless otherwise agreed in writing, State Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the services performed 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 liability or loss suffered by the Company Administrator and Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyAdministrator’s or Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. (a) The Administrator shall be responsible exclusive remedy for Intertek's breach of its obligations, and the performance only total liability of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 Intertek for any loss or damage resulting from the performance claimed, either directly or nonperformance of its duties hereunder unless solely caused by indirectly, in contract, tort, or resulting from the negligence or willful misconduct of the Administratorotherwise, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, breach of contract, breach of warranty, negligence, gross negligence, strict liability, negligent and intentional misrepresentation, arising out of or in connection with the provision of the Services shall be either ten times the fee paid or payable for the specific item of Services giving rise to the claimed loss or damages, or Fifteen Thousand US Dollars (US$ 15,000), whichever is less. Further, Intertek shall have no liability whatsoever in respect of any claims for loss of profit, loss of production, loss of future business or cancellation of contracts, whether such loss or cancellation may arise directly or indirectly, nor any liability relating to qualification of the Company as a regulated investment company for indirect, incidental, punitive or special damages, or any liability consequential loss. (b) The Customer shall guarantee, hold harmless and indemnify Intertek against all claims made by any third party, including without limitation any party other than the Customer who may have received or relied upon any Intertek Report, whether or not with the express or implied authorization of Intertek, for loss, damage or expense of whatsoever nature and howsoever arising relating to the Company’s compliance performance, purported performance or non-performance of any Services to the extent that the aggregate of any such claims relating to any one service exceed the limit of liability identified in clause 3(a) and against any related costs of litigation and attorneys’ fees. (c) Customer shall defend, indemnify and hold Intertek harmless from and against all claims, suits and liabilities (including but not limited to cost of litigation and attorneys fees) arising from or related to, directly or indirectly, (1) actions by any governmental authority or others for any actual or asserted failure of the Customer, or of any party other than the Customer who may have received or relied upon an Intertek Report, to comply with any federal law, ordinance, regulation, rule or state tax order of any governmental or securities statutejudicial body; (2) information supplied by the Customer and relied upon by Intertek; and/or (3) personal injuries, regulation loss of or ruling during damage to property, economic loss, and loss of or damage to intellectual property incurred by or occurring to any person or entity and arising in connection with or related to the work or Services performed or obligations assumed by Intertek, its officers, employees, agents, representatives, contractors and subcontractors. (d) Customer shall defend, indemnify and hold Intertek harmless from and against all claims, suits and liabilities (including but not limited to cost of litigation and attorneys fees) arising from or related to the unauthorized use or misuse of Intertek Reports. (e) The indemnities in favour of Intertek in clauses 3 (b), 3(c) and 3(d) shall apply even if the claims, suits and liabilities arise or are alleged to arise from the negligence, breach of contract or other legal fault of Intertek. (f) Intertek expressly disclaims liability as a guarantor of the quality of any goods or as an insurer against loss or damage thereto, and disclaims all liability in any such Liability Periodcapacity. “Customers seeking a guarantee against loss or damage should obtain appropriate all risk insurance and, if such insurance is procured, Customer agrees to obtain a waiver of subrogation against Intertek.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the negligence gross negligence, fraud or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “or

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company a Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator Service Provider shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedules B, C and D annexed hereto which forms a part hereof, as such Schedules B, C and D may be amended from time to time, and, except as otherwise provided under Section 147(c), shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator Service Provider shall have no liability in respect of any loss, damage or expense suffered by any Company the Fund, the Adviser, or the Administrator insofar as such loss, damage or expense arises from the performance of the AdministratorService Provider’s duties hereunder in reliance upon records that were maintained for the Company Fund by entities other than the Administrator Service Provider prior to the Administrator’s appointment as administrator for the Companystart of Service Provider performing its applicable service(s) under this Agreement. The Administrator Service Provider 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 unless solely caused by or resulting from the negligence or willful misconduct of the AdministratorService Provider, its officers or employees. The Administrator Service Provider shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the AdministratorService Provider’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its the total annual compensation earned by the Service Provider with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, calendar year for any liability or loss suffered by the Company Fund, the Adviser or the Administrator, including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Service Provider for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2002 shall be the date of this Agreement through December 31, 2002 on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2003 and terminating on December 31, 2003 shall be January 1, 2003 through December 31, 2003. The Service Provider shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. With respect to the Compliance Services as set forth on Schedule D, the Adviser shall indemnify and hold the Service Provider harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Service Provider resulting from any claim, demand, action or suit in connection with the Service Provider’s acceptance of this Agreement, any action or omission by the Service Provider in the performance of its Compliance Services duties as set forth on Schedule D, or as a result of the Service Provider’s acting upon any instructions reasonably believed by it to have been duly authorized by the Fund or the Adviser, provided that this indemnification shall not apply to actions or omissions of the Service Provider, its officers or employees in cases of its or their own negligence or misconduct. With respect to the Administrative Services as set forth on Schedules B and C, the Administrator shall indemnify and hold the Service Provider harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Service Provider resulting from any claim, demand, action or suit in connection with the Service Provider’s acceptance of this Agreement, any action or omission by the Service Provider in the performance of its Administrative Services duties as set forth on Schedules B and C, or as a result of the Service Provider’s acting upon any instructions reasonably believed by it to have been duly authorized by the Fund or the Administrator, provided that this indemnification shall not apply to actions or omissions of the Service Provider, its officers or employees in cases of its or their own negligence or misconduct. The indemnifications contained herein shall survive the termination of this Agreement. In the event of a claim involving the indemnifications by both the Advisor and the Administrator, or if it is unclear which party should be responsible for the indemnification of a claim, the Advisor and the Administrator shall be responsible for allocating the amount of the claim between them and shall ensure that Service Provider is compensated in a reasonable time.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund the right to terminate this Agreement. “The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement 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 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 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 unless solely caused by or resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or of 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Sub-Administrator's liability under this Agreement shall be limited to such Liability Periodamount as may be agreed upon from time to time between the parties hereto. “Except as may arise from the Sub-Administrator's bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement, the Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, compute virus, natural disaster, governmental action or communication disruption. The Administrator shall indemnify and hold the Sub-Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator's acceptance of this Agreement, any action or omission by the Sub-Administrator in the performance of its duties hereunder, or as a result of the Sub-Administrator's acting upon any instructions reasonably believed by it to have been duly authorized by the Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of their duties and obligations. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 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 the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Company Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator Sub-Administrator for the CompanyAdministrator. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Administrator No party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the services performed 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodAdministrator. “

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 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 the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Company Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator Sub-Administrator for the CompanyAdministrator. 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 unless solely caused by or resulting from the negligence gross negligence, bad faith, fraud or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the services performed 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodAdministrator. “

Limitation of Liability and Indemnification. 8.1 The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 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 Company Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Company Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator Sub-Administrator for the CompanyAdministrator. , 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 unless solely caused by or 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 the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. intentional misconduct. 8.2 In any event, except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability for each calendar contract year (a “Liability Period”) with respect to a Company the services performed 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Administrator and

Limitation of Liability and Indemnification. a. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14in this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence gross negligence, bad faith or willful misconduct misfeasance of the Administrator, its sub-contractors, officers or employees. The Administrator employees in the performance of its or their obligations under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. b. Neither party shall not be liable to the other for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In damages arising out of any event, the Administrator’s cumulative liability act or failure to act hereunder. c. The Administrator shall not be responsible or liable for each calendar year (a “Liability Period”) with respect to a Company any failure or delay in performance of its obligations under this Agreement regardless or any loss, damage, cost, charge, counsel fee, payment, expenses or liability arising out 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, natural disaster, governmental action or communication 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 Administrator uses its best efforts to mitigate losses of the form Funds. d. The Trust shall indemnify and hold harmless the Administrator and its directors, officers, employees and sub-contractors against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Administrator as a result of any claim, demand, action or legal theory shall be limited to suit in connection with the Administrator's acceptance of this Agreement, any action or omission of the Administrator in the performance of its total annual compensation earned and fees payable hereunder during the preceding Compensation Periodduties under this Agreement, or as defined herein, for a result of acting upon any liability or loss suffered instructions reasonably believed by the Company includingAdministrator to be genuine and to have been duly authorized by the Trust or upon reasonable reliance on information or records given or made by the Trust, but provided that this indemnification shall not limited to, any liability relating apply to qualification actions or omissions of the Company Administrator, its sub-contractors, officers or employees in cases of its or their own gross negligence, bad faith or willful misfeasance in the performance of their obligations and duties under this Agreement or 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 regulated investment company result of any claim, demand, action or any liability relating to suit in connection with or arising from the Company’s compliance with any federal gross negligence, bad faith or state tax willful misfeasance of the Administrator, its sub-contractors, officers or securities statute, regulation employees in the performance of its or ruling during such Liability Period. “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 Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to one times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for all services provided to the Company under this Agreement for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. “The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. a. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14in this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its sub-contractors, officers or employees. The Administrator employees in the performance of its or their obligations under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. b. Neither party shall not be liable to the other for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In damages arising out of any eventact or failure to act hereunder. c. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication 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 Administrator uses its best efforts to mitigate losses of the Funds. d. The Trust shall indemnify and hold harmless the Administrator and its directors, officers, employees and sub-contractors against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Administrator as a result of any claim, demand, action or suit in connection with or arising from the Administrator’s cumulative liability for each calendar year (acceptance of this Agreement, any action or omission of the Administrator in the performance of its duties under this Agreement, or as a “Liability Period”) with respect result of acting upon any instructions reasonably believed by the Administrator to a Company be genuine and to have been duly authorized by the 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 Administrator, its officers or employees in cases of its or their own negligence or willful misconduct in the performance of their obligations and duties under this Agreement regardless or by reason of the form 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 legal theory shall be limited to its total annual compensation earned and fees payable hereunder during suit in connection with or arising from the preceding Compensation Period, as defined herein, for any liability negligence or loss suffered by the Company including, but not limited to, any liability relating to qualification willful misconduct of the Company as a regulated investment company Administrator or any liability relating to its sub-contractors, officers or employees in the Company’s compliance with any federal performance of its or state tax their obligations and duties under this Agreement or securities statute, regulation by reason of the reckless disregard of its or ruling during such Liability Period. “their duties under this Agreement. f. The indemnifications contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator Financial Administrator, in its capacity as such, shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 Financial 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 unless solely hereunder, to the extent caused by or resulting from the negligence negligence, reckless disregard, bad faith or willful misconduct of the Financial Administrator, its officers or employeesemployees and those parties contemplated under Section 6 of the Agreement. The Financial Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees' fees relating thereto) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company includingAdministrator, but the Financial Administrator's total cumulative liability under this Agreement shall be limited to such amount as may be agreed upon from time to time by the Administrator. The Financial Administrator, and those parties contemplated under Section 6 of the Agreement, shall not limited tobe responsible or liable for any failure or delay in performance of their obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond the reasonable control of the Financial Administrator or its agents, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Administrator shall indemnify and hold the Financial Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Financial Administrator resulting from any claim, demand, action or suit in connection with the Financial Administrator's acceptance of this Agreement, any liability relating to qualification action or omission by the Financial Administrator in the performance of its duties hereunder, or as a result of the Company as a regulated investment company Financial Administrator's acting upon any instructions reasonably believed by it to have been duly authorized by the Administrator, provided that this indemnification shall not apply to actions or any omissions of the Financial Administrator, its officers or employees or other agents in cases of its or their own negligence, reckless disregard, willful misconduct, or bad faith. The limitation of liability relating to and indemnification contained herein shall survive the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, and except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ attorney's fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to an amount equal to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months multiplied by two and one-half (2.5) for any liability or loss suffered by the Company a Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. Each 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 a Fund elects to assume the defense of any such Liability Periodsuit 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. “The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by such loss or resulting from damage arises directly from, and then only to the extent of, the negligence or willful misconduct of the Administrator, its or any subcontractor engaged by the Administrator to provide services hereunder, and their respective officers or and employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, except as otherwise agreed to in writing by the parties hereto, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by any Company FT Services insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for FT Services or the Company Trust by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment as sub-administrator for the CompanyFT Services. The Administrator 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 unless solely caused by or resulting from the negligence negligence, fraud, bad faith, willful misconduct, reckless disregard or willful misconduct failure of the AdministratorState Street, its officers or employeesemployees to exercise the level of skill, care and diligence of a professional provider of administration and fund accounting services in connection with their performance hereunder. The Administrator In no event shall not either party be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, reasonable attorneys’ fees) under 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. In any event, the AdministratorState Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the services performed 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodFT Services. “

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator Bank shall have no liability in respect of any loss, damage or expense suffered by any Company Commerce or the Trust insofar as such loss, damage or expense arises from the performance of the AdministratorBank’s duties hereunder solely in reliance upon records that were maintained for Commerce or the Company Trust by entities other than the Administrator Bank prior to the AdministratorBank’s appointment as administrator provision of enhanced accounting services for the CompanyTrust. The Administrator 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 unless solely except to the extent caused by or resulting from the negligence negligence, bad faith or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Batik shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the AdministratorBank’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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, such amount as defined herein, may be mutually agreed in writing from time to time. The Bank shall not be responsible or liable for any liability failure or loss suffered delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster or governmental action. Commerce shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Company includingBank resulting from any claim, but not limited todemand, action or suit in connection with the Bank’s acceptance of this Agreement, any liability relating action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to qualification have been duly authorized by Commerce or the Trust, provided that this indemnification shall not apply to actions or omissions of the Company as a regulated investment company Bank, its officers or any liability relating to employees in cases of its or their own negligence, had faith or willful misconduct. The indemnification contained herein shall survive the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, and except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by except for any loss or damage resulting from the negligence acts or willful misconduct omissions of the Administrator, its officers officers, agents or employeesemployees involving bad faith, negligence, willful misconduct or reckless disregard of its or their obligations and duties under this Agreement. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) damages under any provision of this Agreement or for any such consequential 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to the greater of (i) its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months multiplied by two or (ii) One Million Seven Hundred and Ten Thousand Dollars ($1,710,000) for any liability or loss suffered by the Company Fund, including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of its or their obligations and duties 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 Liability Periodsuit 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. “Neither the Administrator nor any of its affiliated persons shall in any case confess any claim or make any compromise or settlement in any case in which the Fund may be required to indemnify any such persons except with the Fund's prior written consent. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. Note: Under sections 13 and 14, the term DCA includes both GHFA and DCA. It is the intention of the parties that all limitations of liability and indemnification agreed to apply to DCA also apply to GHFA. Parties acknowledge that this is an essential provision of this Agreement. A. Except as provided in Section 13(c), no party to this Agreement shall assume any additional liability of any kind due to its execution of this Agreement or its participation in the GA HMIS system. It is the intent of the parties that each party shall remain liable, to the 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 any other person or entity through participation in GA HMIS except for the acts and omissions of its own employees, volunteers, agents or contractors unless any such liability is expressly created herein. The Administrator parties specifically agree that this Agreement is for the benefit of the parties only and creates no rights in any third party. B. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL DCA BE LIABLE TO AGENCY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF INFORMATION/DATA, OR OTHER DAMAGES NOT SPECIFIED HEREIN. This is agreed whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, equitable theory, tort, or any other theories of liability, even if DCA has been apprised of the possibility or likelihood of such damages occurring. Parties acknowledge that this is an essential provision of this Agreement, with adequate consideration made. C. Agency agrees to indemnify, defend and hold harmless DCA including its directors, officers, employees, representatives, and agents from and against any and all claims and liabilities (including, without limitation, all damages, costs, and expenses, including legal fees and disbursements paid or incurred) arising from alleged or actual 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. Without limiting any other provision of this Agreement, Agency and its End Users shall be solely responsible for all decisions and actions taken or not taken involving services, D. treatment, patient care, utilization management, and quality management for their respective Clients resulting from or in any way related to the use of the GA HMIS or the Information made available E. thereby. Agency and End Users shall have no recourse against, and hereby waive, any claims against DCA for any loss, damage, claim or costs relating to or resulting from its own use or misuse of the HMIS. F. GA HMIS uses available technology to match an Agency’s Client with other records in the GA HMIS that a Participating Agency previously entered about Client. Because Client information is maintained in multiple places and because not all 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 End Users to verify the Client's information before the information is relied upon in providing services to a Client. Neither DCA nor the GA HMIS verifies or reviews the information transmitted through the GA HMIS for accuracy or completeness. G. Further, neither DCA nor the HMIS make any representations or promises regarding the continued participation of any particular Agency in the HMIS. Agencies may be added to or deleted from the HMIS at any time and such changes may be beyond the control of DCA or the HMIS and may occur without prior notice to Agency. H. GA HMIS is an information management tool only, it contemplates and requires the involvement of Agencies, and End Users that are qualified to maintain, collect and enter information into the HMIS. DCA 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. DCA shall not be responsible for any errors, misstatements, inaccuracies, or omissions regarding the performance only content of the GA HMIS. Agency assumes all risk for selection and use of the content in the GA HMIS. I. All data to which access is made through the GA HMIS originates from Agencies, and not from DCA. 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. DCA neither initiates the transmission of any data nor monitors the data. Without limiting any other provision of this Agreement andAgreement, except as otherwise provided under Section 14, DCA shall have no responsibility for for, 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. J. Access to the GA 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 GA HMIS or the information in the GA HMIS, including other service providers. The Administrator shall have no liability in respect of any loss, damage inaccurate or expense suffered by any 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. 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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator incomplete information. K. DCA shall not be liable for any specialcessation, indirectdelay or interruption of services, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or nor for any such damages arising out malfunction of any act hardware, software 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. In any event, the Administrator’s cumulative liability equipment for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “whatever reason.

Limitation of Liability and Indemnification. The Administrator Homeowner agrees that neither the Association, nor the managing agent, nor their agents or employees shall be liable for damage or loss to the guest's property of whatever kind or nature. The Homeowner further agrees that neither the Association, nor the managing agent or employees shall be liable for injuries to persons or property occurring within or around the Clubhouse and Pool. The Homeowner agrees to indemnify and hold harmless the Association, the managing agent, and their respective officers, directors, managers, agents, employees, contractors and subcontractors from and against any and all damages, losses, liabilities, claims, costs and expenses, including reasonable attorneys' fees in defending against the same, arising in any way out of the use, operation, or maintenance of the Clubhouse and Pool, its facilities, or equipment. Breach of Terms of this Agreement - In the event of any dispute or legal action relating to, or arising out of, the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees. Any sums of money owed by the Homeowner, pursuant to the terms of this Agreement, or which may be owed as a result of a breach of any of the terms of this Agreement, shall be treated as a Reimbursement Assessment against the Homeowner for any unpaid assessment and interest thereon, together with reasonable attorney's fees incurred by the Association incident to the collection of the assessment or enforcement of such lien. All amounts due, and not paid when due, will be subject to late Insurance - The Homeowner agrees that he/she/they will be responsible for all insurance respecting the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company facilities during their use under this Agreement regardless and will assert no claim of coverage under any insurance policy of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder Association applicable 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 period of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “use.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund the right to terminate this Agreement. “The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. 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. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Funds including, but not limited to, any liability relating to qualification of the Company Funds as a regulated investment company or any liability relating to the Company’s Funds' compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. “The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Funds shall indemnify and hold the Administrator harmless from all loss, cost, damage 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, any action or omission by it in 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 Funds, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by any Company FT Services insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for FT Services or the Company by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment as sub-administrator for the CompanyFT Services. The Administrator 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 unless solely caused by or resulting from the negligence negligence, fraud, bad faith, willful misconduct, reckless disregard or willful misconduct failure of the AdministratorState Street, its officers or employeesemployees to exercise the level of skill, care and diligence of a professional provider of administration and fund accounting services in connection with their performance hereunder. The Administrator In no event shall not either party be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, reasonable attorneys’ fees) under 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. In any event, the AdministratorState Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the services performed 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodFT Services. “

Limitation of Liability and Indemnification. a. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, herein and shall have no responsibility for the actions or activities of any other party, party including other service providersproviders not acting upon instructions of, at the direction of, or in reliance upon the Bank. The Administrator Bank 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’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 unless solely except to the extent caused by or resulting from the negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to a Company 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 paid during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Manager or the Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any 5 liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. b. The Manager and the Fund shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable expenses f or counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been executed by a duly authorized officer of the Manager or of the Fund, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. c. The Manager and the Fund will be entitled to participate at their own expense in the defense, or, if either so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Manager or the Fund elects to assume the defense of any such Liability Period. “suit and retain such counsel, the Bank 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 the Manager or the Fund, as the case may be, shall have-specifically authorized the retaining of such counsel. d. The indemnification contained herein shall survive the termination of this Agreement. e. This Section 8 shall not apply with respect to services covered by the Custodian Agreement or the Transfer Agency and Services Agreement.

Limitation of Liability and Indemnification. A. The Administrator CONTRACTOR shall be responsible for the performance only of such duties as are set forth in this Agreement andindemnify and hold harmless WSDOT, except as otherwise provided under Section 14its agents, shall have no responsibility for the actions or activities of employees, and officers and process and defend at its own expense any other partyand all claims, including other service providers. The Administrator shall have no liability in respect of any lossdemands, damage or expense suffered by any 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. The Administrator shall have no liability for any error of judgment or mistake of suits at law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Administratorequity, its officers or employees. The Administrator shall not be liable for any specialactions, indirectpenalties, incidentallosses, punitive or consequential damages, including lost profitsor costs (hereinafter referred to collectively as “claims”), of any whatsoever kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages nature brought against WSDOT arising out of any act of, in connection with or incident to this AGREEMENT and/or the CONTRACTOR’s performance or failure to act hereunderperform any aspect of this AGREEMENT. This indemnity provision applies to all claims against WSDOT, each of which is hereby excluded by agreement its agents, employees and officers arising out of, in connection with or incident to the acts or omissions of the parties regardless of whether such damages were foreseeable CONTRACTOR, its agents, employees and officers. Provided, however, that nothing herein shall require the CONTRACTOR to indemnify and hold harmless or whether either party defend the WSDOT, its agents, employees or any entity had been advised officers to the extent that claims are caused by the acts or omissions of the possibility WSDOT, its agents, employees or officers. The indemnification and hold harmless provision shall survive termination of such damages. In this AGREEMENT. B. The CONTRACTOR shall be deemed an independent contractor for all purposes, and the employees of the CONTRACTOR or its subcontractors and the employees thereof, shall not in any eventmanner be deemed to be the employees of WSDOT. C. The CONTRACTOR specifically assumes potential liability for actions brought by CONTRACTOR’s employees and/or subcontractors and solely for the purposes of this indemnification and defense, the AdministratorCONTRACTOR specifically waives any immunity under the State Industrial Insurance Law, Title 51 Revised Code of Washington. D. In the event either the CONTRACTOR or WSDOT incurs attorney’s cumulative liability for each calendar year (a “Liability Period”) with respect fees, costs or other legal expenses to a Company under enforce the provisions of this Agreement regardless section of this AGREEMENT against the form of action or legal theory other PARTY, all such fees, costs and expenses 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 recoverable by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “prevailing PARTY.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reasonable reliance upon records that were maintained for the Company Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. 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 unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Neither the Trust nor the Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company loss suffered by the Trust under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its the total annual compensation earned by the Administrator and fees payable paid by the Trust hereunder (the “Liability Amount”) during the preceding Compensation Periodeighteen (18) months; provided that if eighteen (18) months have not elapsed in the Initial Term at the time of a claim, as defined hereinthe Liability Amount shall be the sum of (x) the actual total compensation earned by the Administrator and fees paid by the Trust hereunder at the time of the claim and (y) the estimated total compensation earned by the Administrator and fees paid by the Trust hereunder for the remainder of such eighteen (18) month period, which shall take into account any (i) increases or decreases in the volume of Funds or (ii) Funds that have been removed from the scope of the Services or have been agreed, in writing, to be removed during such period). The Administrator shall not be responsible or liable for any liability failure or loss suffered delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Company includingAdministrator resulting from any claim, but not limited todemand, action or suit in connection with the Administrator’s acceptance of this Agreement, any liability relating action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to qualification have been duly authorized by the 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 Company Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The Trust will be entitled, at its own expense, to participate in 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 Trust 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 Trust 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 regulated investment company or any result of a conflict of interest. The limitation of liability relating to and indemnification contained herein shall survive the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any lossdirect losses, damage damages, liabilities, claims, costs or out-of-pocket expense (including reasonable attorney’s fees) (“Losses”) or expense suffered by any Company the Trust insofar as such loss, damage or expense Loss arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Company Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss Loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Neither the Trust, the Trustee nor the Administrator shall not be liable for any special, indirect, incidental, punitive punitive, consequential, exemplary or consequential damages, including lost profits, enhanced damages of any kind or nature whatsoever (includingincluding loss of profits, without limitationgoodwill, reputation, business opportunity, anticipated savings or attorneys’ fees) arising under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Information Classification: Limited Access

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, shall have no responsibility for the actions or activities of any other party, including other service providers. The 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’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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ attorney's fees) under any provision of this Agreement 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. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Company the right to terminate this Agreement. “The Company shall indemnify and hold the Administrator harmless from loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, actions or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in 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 actions or omissions of the Administrator, its officers, or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 146, 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 the Company or the Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Company or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the Companyhereunder. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a the Company and the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned 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 Trust and the Company including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability and Indemnification. The Administrator Note: Under sections 13 and 14, the term DCA includes both GHFA and DCA. It is the intention of the parties that all limitations of liability and indemnification agreed to apply to DCA also apply to GHFA. Parties acknowledge that this is an essential provision of this Agreement. A. Except as provided in Section 13(c), no party to this Agreement shall be responsible assume any additional liability of any kind due to its execution of this Agreement or its participation in the GA HMIS system. It is the intent of the parties that each party shall remain liable, to the 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 performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities acts of any other partyperson or entity through participation in GA HMIS except for the acts and omissions of its own employees, including other service providersvolunteers, agents or contractors unless any such liability is expressly created herein. The 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 parties specifically agree that this Agreement is for the performance benefit of the Administrator’s duties hereunder parties only and creates no rights 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 Companyany third party. B. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL DCA BE LIABLE TO AGENCY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF INFORMATION/DATA, OR OTHER DAMAGES NOT SPECIFIED HEREIN. The Administrator shall have no liability This is agreed whether a claim for any error such liability or damages is premised upon breach of judgment contract, breach of warranty, negligence, strict liability, equitable theory, tort, or mistake any other theories of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct liability, even if DCA has been apprised of the Administratorpossibility or likelihood of such damages occurring. Parties acknowledge that this is an essential provision of this Agreement, with adequate consideration made. C. Agency agrees to indemnify, defend and hold harmless DCA including its officers or directors, officers, employees. The Administrator shall not be liable for , representatives, and agents from and against any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever and all claims and liabilities (including, without limitation, attorneys’ feesall damages, costs, and expenses, including legal fees and disbursements paid or incurred) under arising from alleged or actual 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. D. Without limiting any other provision of this Agreement Agreement, Agency and its End 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 Clients resulting from or in any way related to the use of the GA HMIS or the Information made available thereby. Agency and End Users shall have no recourse against, and hereby waive, any claims against DCA for any such damages arising out loss, damage, claim or costs relating to or resulting from its own use or misuse of the HMIS. E. GA HMIS uses available technology to match an Agency’s Client with other records in the GA HMIS that a Participating Agency previously entered about Client. Because Client information is maintained in multiple places and because not all 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 End Users to verify the Client's information before the information is relied upon in providing services to a Client. Neither DCA nor the GA HMIS verifies or reviews the information transmitted through the GA HMIS for accuracy or completeness. Further, neither DCA nor the HMIS make any representations or promises regarding the continued participation of any act particular Agency in the HMIS. Agencies may be added to or failure F. deleted from the HMIS at any time and such changes may be beyond the control of DCA or the HMIS and may occur without prior notice to act hereunderAgency. ▇. ▇▇ HMIS is an information management tool only, each it contemplates and requires the involvement of which is hereby excluded by agreement Agencies, and End Users that are qualified to maintain, collect and enter information into the HMIS. DCA 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. DCA shall not be responsible for any errors, misstatements, inaccuracies, or omissions regarding the content of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised GA HMIS. Agency assumes all risk for selection and use of the possibility of such damages. In any event, content in the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company 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 liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “GA HMIS.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company the Trust 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 Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator or sub-administrator for the CompanyTrust. 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 unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under 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. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company the 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 liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “