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<br />be lawfully entitled, nor shall anything herein contained restrict the right of the 4M Fund to
<br />indemnify or reimburse a Participant in any appropriate situation even though not specifically
<br />provided herein.
<br />(b) The 4M Fund shall indemnify each of its Trustees and officers, and employees
<br />and agents (including, without limitation, the Adviser, the Administrator and the Custodian)
<br />designated by the Hoard of Trustees to receive such indemnification, against all liabilities and
<br />expenses (including, without limitation, amounts paid in satisfaction of judgments, in compromise or
<br />as fines and penalties, and counsel fees) reasonably incurred by him in connection with the defense
<br />or disposition of any action, suit or other proceeding by the 4M Fund or any other Person, whether
<br />civil or criminal, in which he may be involved or with which he may be threatened, while in office
<br />or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent
<br />(including, without limitation, the Adviser, the Administrator and the Custodian), except as to any
<br />matter as to which he acted in bad faith or with willful misfeasance or reckless disregard of his
<br />duties or gross negligence or, in the case of the Adviser, Administrator, or the Custodian in willful
<br />or negligent violation of the restrictions on investments of the 4M Fund Property; tpr vided,
<br />howenr that the provisions of this Section 5.3 shall not be construed to permit the
<br />indemnification of any agent (including, without limitation, the Adviser, the Administrator and the
<br />Custodian) of the 4M Fund with respect to breaches by it of a contract between it and the 4M
<br />Fund; and fury erovi ed, h0mver• that as to any matter disposed of by a compromise payment
<br />by such Trustee, officer, employee or agent, pursuant to a consent decree or otherwise, no
<br />indemnification either for said payment or for any other expenses shall be provided unless the 4M
<br />FUND SHALT, HAVE RECEIVED A WRITTEN OPINION FROM INDEPENDENT COUNSEL APPROVED
<br />BY THE Trustees to the effect that if the foregoing matters had been adjudicated, the defenses
<br />that could have been presented on behalf of such Trustee, officer, employee or agent were meritor-
<br />ious. The rights accruing to any Trustee, officer, employee or agent (including, without limitation,
<br />.the Adviser, the Administrator and the Custodian) under the provisions of this paragraph (b) of this
<br />Section 5.3 shall not exclude any other right to which he may be lawfully entitled; Snvid,e jj,
<br />bgwever that no Trustee, officer, employee or agent may satisfy any right of indemnity or
<br />reimbursement granted herein or to which he may be otherwise entitled except out of the 4A Fund
<br />Property, and no Participant @hall be personally liable to any Person with respect to any claim for
<br />indemnity or r+eimbusement or otherwise. The Trustees may make advance payments in connection
<br />with indemnification under this paragraph (b) of this Section 5.3, provided that the indemnified
<br />Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator
<br />and the Custodian) shall have given a written undertaking to reimburse the 4M Fund in the event
<br />that it is subsequently determined that he is not entitled to such indemnification.
<br />(c) Any action taken by, or conduct on the part of, the Adviser, the Administra-
<br />tor, a Trustee, an officer, an employee or an agent (including, without limitation, the Adviser, the
<br />Administrator and the Custodian) of the 4M Fund in conformity with, or in good faith reliance
<br />upon, the provisions of Section 2.14 or Section 5.7 hereof shall not, for the purpose of this
<br />Declaration of Trust (including, without limitation, Sections 5.1 and 52 and this Section 5.3)
<br />constitute bad faith, willful misfeasance, gross negligence or reckless disregard of his duties.
<br />S.4 SMMty &a,ds No Trustee shall, as such, be obligated to give any bond or surety or
<br />other security for the performance of any of his duties.
<br />5.5 weoarent Authority No purchaser, seller, transfer agent or other Person dealing
<br />with the Trustees or any officer, employee or agent of the 4M Fund shall be bound to make any
<br />inquiry concerning the validity of any tranaact�on purporting g or be l�bM � the application oor f
<br />such officer, employee or agent or make inquiry concerning
<br />money or property paid. transferred or delivered to or on the order of ;he Trustees or of such
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