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harmless and indemnify the Master Trustees and Administrator from any loss, damage or <br /> expense incurred by said persons or entities while acting in their official capacity <br /> excepting bad faith or gross negligence . <br /> 4 . Standard of Review . In evaluating performance of the Master Trustees, <br /> compliance by the Master Trustees with this Agreement must be determined in light of <br /> the facts and circumstances existing at the time of the Master Trustees ' decision or action <br /> and not by hindsight. <br /> 5 . Limitations on Liabilities . The Master Trustees ' responsibilities and <br /> liabilities shall be subject to the following limitations : <br /> (a) The Master Trustees shall have no duties other than those <br /> expressly set forth in this Agreement or the Plans and those imposed on the <br /> Master Trustees by applicable laws . <br /> (b) The Master Trustees shall be responsible only for money and <br /> property actually received by the Master Trustees, and then to the extent <br /> described in this Agreement. The Master Trustees shall not be under any duty to <br /> require payment of any contribution to the Master Trust Fund or to see that any <br /> payment made to them is computed in accordance with the provisions of the <br /> Plans. <br /> (c) The Master Trustees shall not be responsible for the correctness of <br /> any determination of payments or disbursements from the Master Trust Fund . <br /> (d) The Master Trustees shall have no liability for the acts or <br /> omissions of any predecessor or successor in office. <br /> (e) The Master Trustees shall have no liability for (i) the acts or <br /> omissions of any Investment Manager or Managers ; (ii) the acts or omissions of <br /> any insurance company ; (iii) the acts or omissions of any mutual fund ; or ( iv ) <br /> following directions that are given to the Master Trustees by the Participating <br /> Employer, Participating Employees or the Administrator in accordance with this <br /> Agreement or the Plans . <br /> B . Reliance on Counsel . The Master Trustees may employ, retain or consult with <br /> legal counsel, who may be counsel for the Administrator, the Florida League of Cities, Inc . , any <br /> of the Plans or any Master Trustee, in their individual capacities concerning any questions which <br /> may arise with reference to the duties and powers or with reference to any other matter <br /> pertaining to this Agreement ; and the opinion of such counsel shall be full and complete <br /> authorization and protection in respect of any action taken or suffered by the Master Trustees in <br /> good faith in accordance with the opinion of such counsel, and the Master Trustees shall not be <br /> liable therefor. <br /> C . Meetings . The Master Trustees shall meet at least semi-annually , and more <br /> frequently if called, at the principal office of the Master Trust Fund or at such other location as <br /> may be acceptable to a majority of the Master Trustees . The Chairman of the Master Trustees or <br /> 10 <br /> MADI_625405.4 <br />