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(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 Board 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; in addition, in the case of the Adviser, Administrator. or the Custodian
<br />in willful or negligent violation of the restrictions on investments of the 4M Fund Property;
<br />provided, hoax, ever, 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 further provided, however, that as to any matter disposed of by a compromise payment
<br />by such Trustee, officer, employee or agent (including the Adviser, Administrator or the Custodian),
<br />pursuant to a consent decree or otherwise, no indemnification either for said payment or for any
<br />other expenses shall be provided unless: I) The 4M Fund receives a written opinion from
<br />independent counsel approved by the Trustees to the effect that if the matter had been
<br />adjudicated, the defenses that could have been presented on behalf of such Trustee, officer,
<br />employee or agent (including the Adviser, the Administrator or the Custodian), were meritorious;
<br />and 2) If in the opinion of the Board of Trustees, the Trustee, officer, employee or agent
<br />(including the Adviser, the Administrator of the Custodian) were not acting in bad faith or with
<br />willful misfeasance or reckless disregard of their duties or gross negligence. The rights accruing to
<br />any Trustee, officer, employee or agent (including, without limitation, the Adviser, the
<br />Administrator and the Custodian) under the provisions of this paragraph (b) of this Section 5.3
<br />shall not exclude an5' other right to which he may be lawfully entitled; provided, however, that no
<br />Trustee, officer, employee or agent may satisfy any right of indemnity or reimbursement granted
<br />herein or to which he may be otherwise entitled except out of the 4M Fund Property, and no
<br />Participant shall be personally liable to any Person with respect to any claim for indemnity or
<br />reimbursement or otherwise. The Trustees may make advance payments in connection with
<br />indemnification under this paragraph (b) of this Section 5..3, provided that the indemnified Trustee,
<br />officer, employee or agent (including, without limitation, the Adviser, the Administrator and the
<br />Custodian) shall have given a written undertaking to reimburse the 4M Fund in the event that it is
<br />subsecluentty determined that he is not entitled to such indemnification.
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<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 5.2 and this Section 5.3)
<br />constitute bad faith, willful misfeasance, gross negligence or reckless disregard of his duties.
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<br /> 5.4 Surety Bonds. 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.
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<br /> 5.5 Ar~arent 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 transaction purporting to be made by the Trustees or by
<br />such officer, employee or agent or make inquiry concerning or be liable for the application of
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