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expenses (including, without limitation, amounts paid in satisfaction of judgments, in •
<br /> compromise or as fines and penalties and counsel fees) reasonably incurred by him in connection
<br /> with the defense or disposition of any action, suit or other proceeding by the 4M Fund or any
<br /> other Person, whether civil or criminal in which he may be involved or with which he may be
<br /> threatened, while in office or thereafter, by reason of his being or having been such a Trustee,
<br /> officer, employee or agent (including, without limitation, the Adviser, the Administrator and the
<br /> Custodian) except as to any matter as to which he acted in bad faith or with willful misfeasance
<br /> or reckless disregard of his duties or gross negligence or, in the case of the Adviser,
<br /> Administrator, or the Custodian in willful or negligent violation of the restrictions on
<br /> investments of the 4M Fund Property; provided, however, that the provisions of this Section
<br /> 5.03 shall not be construed to permit the indemnification of any agent (including, without
<br /> limitation, the Adviser, the Administrator ad the Custodian) of the 4M Fund with respect to
<br /> breaches by it of a contract between it and the 4M Fund; and further provided, however, that
<br /> as to any matter disposed of by a compromise payment by such Trustee, officer, employee or
<br /> agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or
<br /> for any other expenses shall be provided unless the 4M FUND SHALL HAVE RECEIVED A
<br /> WRITTEN OPINION FROM INDEPENDENT COUNSEL APPROVED BY THE Trustees to
<br /> the effect that if the foregoing matters had been adjudicated, the defenses that could have been
<br /> presented on behalf of such Trustee, officer, employee or agent were meritorious. The rights
<br /> accruing to any Trustee, officer, employee or agent (including, without limitation, the Adviser,
<br /> the Administrator and the Custodian) under the provisions of this paragraph (b) of this Section
<br /> 5.03 shall not exclude any other right to which he may be lawfully entitled; provided, however,
<br /> that no Trustee, officer, employee or agent may satisfy any right of indemnity or reimbursement
<br /> granted herein or to which he may be otherwise entitled except out of the 4M Fund Property, •
<br /> and no Participant shall be personally liable to any Person with respect to any claim for
<br /> indemnity or reimbursement or otherwise. The Trustees may make advance payments in
<br /> connection with indemnification under this paragraph (b) of this Section 5.03, provided that the
<br /> indemnified Trustee, officer, employee or agent (including, without limitation, the Adviser, the
<br /> Administrator and the Custodian) shall have given a written undertaking to reimburse the 4M
<br /> Fund in the event that it is subsequently determined that he is not entitled to such
<br /> indemnification.
<br /> (c) Any action taken by, or conduct on the part of, the Adviser, the
<br /> Administrator, a Trustee, an officer, an employee or an agent (including, without limitation, the
<br /> Adviser, the Administrator and the Custodian) of the 4M Fund in conformity with, or in good
<br /> faith reliance upon, the provisions of Section 2.14 or Section 5.07 hereof shall not, for the
<br /> purpose of this Declaration of Trust (including, without limitation, Sections 5.01 and 5.02 and
<br /> this Section 5.03)constitute bad faith, willful misfeasance, gross negligence or reckless disregard
<br /> of his duties.
<br /> 5.04 Surety Bonds. No Trustee shall, as such, be obligated to give any bond or surety
<br /> or other security for the performance of any of his duties.
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