Common use of Duty of Care and Indemnification Clause in Contracts

Duty of Care and Indemnification. CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s bad faith or negligence. In any case in which a Trust may be asked to indemnify or hold harmless CMISC, CMISC shall advise the Trust of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a Trust the Fund may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC the Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC FTIS against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from willful misfeasance, bad faith or negligencegross negligence on the part of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund will indemnify FTIS against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS to have been given by counsel for the Fund or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which a Trust the Fund may be asked to indemnify or hold harmless CMISCFTIS harmless, CMISC the Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall FTIS will use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend FTIS against any claim which may be the subject of this indemnification, and, in the event that the Fund so elects, such defense shall be conducted by counsel chosen by the Fund and satisfactory to FTIS, and thereupon the Fund shall take over complete defense of the claim and FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS will not confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC will at all times use reasonable care The Fund and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust Transfer Agent will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC each other against and hold CMISC the other party harmless from any and all losses, claims, damages, liabilities and liabilities, or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action action, or suit is not resulting from the result of CMISC’s bad faith or negligencenegligence of the other party, and arising out of, or in connection with, the duties and responsibilities described hereunder. In addition, the Fund will indemnify the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim demand, action, or suit as a result of: (1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Transfer Agent to have been given by counsel for the Fund or its own counsel; or (3) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies, and microfilm copies) delivered or caused to be delivered by the Fund to the Transfer Agent in connection with this Agreement. In any case in which a Trust the Fund or the Transfer Agent may be asked to indemnify or hold harmless CMISCthe other party harmless, CMISC shall advise the Trust of requesting party will provide the other party with all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall will use reasonable care to identify and notify the Trust promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification. Each party shall have the option to defend the other party against any claim which may be the subject of this indemnification, and in the event that a party so elects, such defense shall be conducted by counsel chosen by the party making such election; and such counsel shall be satisfactory to the other party, and thereupon such electing party shall take over complete defense of the claim, and the requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 12. Neither party will confess any claim or make any compromise in any case in which the other party will be asked to provide indemnification, except with the other party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC will at all times use (a) Each party shall fulfill its obligations hereunder by acting with reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust faith; (b) The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC FDISG against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from the result of CMISC’s bad faith or negligencenegligence of FDISG, and arising out of, or in connection with, its duties on behalf of the Fund hereunder. In addition, the Fund will indemnify FDISG against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of : (i) any action taken in accordance with Written or Oral Instructions, or share certificates reasonably believed by FDISG to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FDISG to have been given by counsel for the Fund; or (iii) any action taken as a result of any error or omission in any record which FDISG had no reasonable basis to believe was inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) and was delivered, or caused to be delivered, by the Fund to FDISG in connection with this Agreement; (c) FDISG will indemnify the Fund against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the bad faith or negligence of the Fund, or arising out of, or in connection with, FDISG's breach of this Agreement; (d) In any case in which a Trust party may be asked to indemnify or hold harmless CMISCthe other party harmless, CMISC the indemnifying party shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to in question and the claim or potential claim for indemnification, and CMISC party seeking indemnification shall use reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present a claim for indemnification. The indemnifying party shall have the option to defend against any claim which may be the subject of this indemnification and, in the event that the indemnifying party so elects, such defense shall be conducted by counsel chosen by the indemnifying party, and thereupon the indemnifying party shall take over complete defense of the claim and the party seeking indemnification shall sustain no further legal or other expenses in such situation for which it seeks indemnification. The party seeking indemnification will not confess any claim or make any compromise in any case in which the indemnifying party will be asked to provide indemnification, except with the indemnifying party's prior written consent; and (e) The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC CFS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CFS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that the Trust. CMISC CFS may seek from apply to counsel for a the Trust, at the Trust’s 's expense, or its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC CFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC CFS against and hold CMISC CFS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from CFS's bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CFS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC CISC will at all times use reasonable care care, due diligence and act in good faith in performing its duties hereunder. CMISC CISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust those individuals designated as authorized persons to give instructions to CISC as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the Presidentindividuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to CISC, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC CISC may seek from apply to counsel for a the Trust, or counsel for SSI or the Fund's investment adviser, at the Trust’s Fund's expense, or its own counsel for advice whenever it appropriateadvice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a of the Trust, or counsel for SSI or the Trust Fund's investment adviser, the Fund will indemnify and hold harmless CMISC CSC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust SSI will indemnify CMISC CISC against and hold CMISC CISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust respect of any provision of this Agreement provided that such claim, demand, action or suit not resulting from CISC's bad faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with its duties under this Agreement. 10 CISC shall indemnify SSI against and hold SSI harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) in respect to any claim, demand, action or suit resulting from CISC's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Sub-Transfer Agent Agreement, "lack of due diligence" shall mean the processing by CISC of a Fund share transaction in accordance with a practice that is not the substantially in compliance with (1) a transaction processing practice of SSI approved by Fund Trustees, (2) insurance coverages, or (3) generally accepted industry practices of mutual fund agents. CISC shall also be indemnified and held harmless by SSI against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In addition, SSI will indemnify and hold CISC harmless against any loss, claim, damage, liability and expense (including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of CMISC’s bad faith the negligence of the Fund, Trust SRF or negligenceSSI, or as a result of CISC's acting upon any instructions reasonably believed by CISC to have been executed or orally communicated by a duly authorized officer or employee of the Fund, Trust SRF or SSI, or as a result of acting in reliance upon written or oral advice reasonably believed by CISC to have been given by counsel for the Fund, Trust SRF or SSI. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the other reasonable opportunity to defend against said claim in either party's name.

Duty of Care and Indemnification. CMISC will at all times use reasonable The Transfer Agent shall be obligated to exercise care and diligence and to act in good faith in performing and to use its duties hereunderbest efforts within commercially reasonable limits to insure the accuracy and completeness of all services performed under this Agreement. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Funds will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC defend the Transfer Agent against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses of any sort or kind (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not or other proceeding (a "Claim") arising directly or indirectly from any action or thing which the result Transfer Agent takes or does or omits to take or do (i) at the request or on the direction of CMISC’s or in reliance on the advice of the Funds; (ii) upon Oral or Written Instructions; (iii) in reliance on any records or documents received from the Funds or any Agent of the Funds, including the prior transfer agent; (iv) under the terms of this Agreement; and (v) the offer or sale of Shares in violation of any requirement under Federal or State Securities Laws, provided that neither the Transfer Agent nor any of its nominees or sub-contractors shall be indemnified against any liability to the Funds or to their Shareholders (or any expenses incident to such liability) arising out of the Transfer Agent's or such nominee's or such sub-contractor's own willful misfeasance, bad faith or negligencenegligence or reckless disregard of its duties in connection with the performance of its duties and obligations specifically described in this Agreement. In any case in which a Trust the Funds may be asked to indemnify or hold harmless CMISCthe Transfer Agent harmless, CMISC the Funds shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and in question. The Transfer Agent will notify the Trust Funds promptly concerning after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Funds although the failure to do so shall not prevent recovery by the Transfer Agent except and to the extent the Funds have been prejudiced thereby. The Funds shall have the option to defend the Transfer Agent against any Claim which may be the subject of this indemnification, and, in the event that the Funds so elect, such defense shall be conducted by counsel chosen by the Funds and reasonably satisfactory to the Transfer Agent, and thereupon the Funds shall take over complete defense of the Claim and the Transfer Agent shall sustain no further legal or other expenses in respect of such Claim. The Transfer Agent will not confess any Claim or make any compromise in any case in which the Funds will be asked to provide indemnification, except with the prior written consent of the Funds. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC CMS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CMS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board Trustees of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC CMS may seek from apply to counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC CMS against and hold CMISC CMS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISCresulting from CMS’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMS shall also be indemnified and held harmless by each Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC CMS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CMS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that the Trust. CMISC CMS may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC CMS against and hold CMISC CMS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISCresulting from CMS’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC CMS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CMS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board Trustees of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC CMS may seek from apply to counsel for a Trust, at the Trust’s 's expense, or its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC CMS against and hold CMISC CMS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from CMS's bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMS shall also be indemnified and held harmless by each Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC CFS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CFS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that a Trust. CMISC CFS may seek from apply to counsel for a Trust, at the Trust’s 's expense, or to its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC CFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust The Trusts will indemnify CMISC CFS against and hold CMISC CFS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from CFS's bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trusts under this Agreement. CFS shall also be indemnified and held harmless by the Trusts against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the The Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Trust hereunder. In addition, the Trust will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Trust or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Trust, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a the Trust may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC shall advise the Trust shall be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Trust so elects such defense shall be conducted by counsel chosen by the Trust and satisfactory to you and it will so notify you, and thereupon the Trust shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify you except with the Trust's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Trust shall no longer be vested with authority to sign for the Trust, written notice thereof shall forthwith be given to you by the Trust and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Trust in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a Trust the Fund may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC the Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund’s prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been given executed or orally communicated by any person duly authorized by the Fund or as a result of acting in accordance with written or oral advice reasonable believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a Trust the Fund may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC the Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC will at all times use (a) Each party shall fulfill its obligations hereunder by acting with reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust faith; (b) The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC PFPC against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from the result of CMISC’s bad faith or negligencenegligence of PFPC, and arising out of, or in connection with, its duties on behalf of the Fund hereunder. In addition, the Fund will indemnify PFPC against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of : (i) any action taken in accordance with Written or Oral Instructions, or share certificates reasonably believed by PFPC to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by PFPC to have been given by counsel for the Fund; or (iii) any action taken as a result of any error or omission in any record which PFPC had no reasonable basis to believe was inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) and was delivered, or caused to be delivered, by the Fund to PFPC in connection with this Agreement; (c) PFPC will indemnify the Fund against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the bad faith or negligence of the Fund, or arising out of, or in connection with, PFPC's breach of this Agreement; (d) In any case in which a Trust party may be asked to indemnify or hold harmless CMISCthe other party harmless, CMISC the indemnifying party shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to in question and the claim or potential claim for indemnification, and CMISC party seeking indemnification shall use reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present a claim for indemnification. The indemnifying party shall have the option to defend against any claim which may be the subject of this indemnification and, in the event that the indemnifying party so elects, such defense shall be conducted by counsel chosen by the indemnifying party, and thereupon the indemnifying party shall take over complete defense of the claim and the party seeking indemnification shall sustain no further legal or other expenses in such situation for which it seeks indemnification. The party seeking indemnification will not confess any claim or make any compromise in any case in which the indemnifying party will be asked to provide indemnification, except with the indemnifying party's prior written consent; and (e) The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC The Fund and the Transfer Agent will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trustindemnify each other against, and upon instructions not inconsistent with this Agreement from hold the Presidentother party harmless from, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and liabilities, or expenses (including reasonable counsel fees and expenses)) resulting from any claim, provided that such certifications demand, action, or instructions are suit, not provided by an employee resulting from the willful misfeasance, bad faith or negligence of CMISC the other party, and arising out of, or any affiliate of CMISCin connection with, the duties and responsibilities described hereunder. Each Trust In addition, the Fund will indemnify CMISC against the Transfer Agent against, and hold CMISC it harmless from from, any and all losses, claims, damages, liabilities and liabilities, or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action action, or suit is not as a result of: (a) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned, or executed, or orally communicated, by an Authorized Person; (b) any action taken in accordance with written or oral advice reasonably believed by the Transfer Agent to have been given by counsel for the Fund; or (c) any action taken as a result of CMISC’s bad faith any error or negligenceomission in any record (including, but not limited to, magnetic tapes, computer printouts, hard copies, and microfilm copies) delivered, or caused to be delivered, by the Fund to the Transfer Agent, in connection with this Agreement. In any case in which a Trust the Fund or the Transfer Agent may be asked to indemnify or hold harmless CMISCthe other party harmless, CMISC shall advise the Trust of requesting party will provide the other party with all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall will use reasonable care to identify and notify the Trust promptly concerning provide notice of any situation which presents presents, or appears likely to present present, a claim for indemnification. Each party shall have the option to defend the other party against any claim which may be the subject of this indemnification, and in the event that a party so elects, such defense shall be conducted by counsel chosen by the party making such election; and such counsel shall be satisfactory to the other party, and thereupon such electing party shall take over complete defense of the claim, and the requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 13. Neither party will confess any claim or make any compromise in any case in which the other party will be asked to provide indemnification, except with the other party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC CMS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CMS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a the Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board Trustees of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC CMS may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC CMS against and hold CMISC CMS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISCresulting from CMS’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. CMS shall indemnify the Trust against and hold the Trust harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit resulting from CMS’s bad faith or negligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC LFS will at all times use -------------------------------- reasonable care care, due diligence and act in good faith in performing its duties hereunder. CMISC LFS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust those individuals designated as authorized persons to give instructions to LFS as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the Presidentindividuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to LFS, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC LFS may seek from apply to counsel for a the Trust, or counsel for Liberty WAM, at the Trust’s Fund's expense, or its own counsel for advice whenever it appropriateadvice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for a TrustLiberty WAM, the Trust will indemnify and hold harmless CMISC LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC LFS against and hold CMISC LFS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust respect of any provision of this Agreement provided that such claim, demand, action or suit not resulting from LFS's bad faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with its duties under this Agreement. LFS shall indemnify the Trust against and hold the Trust harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) in respect to any claim, demand, action or suit resulting from LFS's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Transfer Agent Agreement, "lack of due diligence" shall mean the processing by LFS of a Fund share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice approved by the Trust's Trustees, (2) insurance coverages, or (3) generally accepted industry practices of mutual fund transfer agents. LFS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In addition, the Trust will indemnify and hold LFS harmless against any loss, claim, damage, liability and expense (including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of CMISC’s bad faith the negligence of the Fund, the Trust or negligenceLiberty WAM as a result of LFS's acting upon any instructions reasonably believed by LFS to have been executed or orally communicated by a duly authorized officer or employee of the Fund, Trust or Liberty WAM as a result of acting in reliance upon written or oral advice reasonably believed by LFS to have been given by counsel for the Fund, Trust or Liberty WAM. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the other reasonable opportunity to defend against said claim in either party's name.

Duty of Care and Indemnification. CMISC CMS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CMS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that the Trust. CMISC CMS may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel counsel, for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC CMS against and hold CMISC CMS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISCresulting from CMS’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for Class Y shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC LFS will at all times use reasonable care care, due diligence and act in good faith in performing its duties hereunder. CMISC LFS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust those individuals designated as authorized persons to give instructions to LFS as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the Presidentindividuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to LFS, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC LFS may seek from apply to counsel for a the Trust, or counsel for SRF, at the Trust’s Fund's expense, or its own counsel for advice whenever it appropriateadvice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for a TrustSRF, the Trust will indemnify and hold harmless CMISC LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC LFS against and hold CMISC LFS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust respect of any provision of this Agreement provided that such claim, demand, action or suit not resulting from LFS's bad faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with its duties under this Agreement. LFS shall indemnify the Trust against and hold the Trust harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) in respect to any claim, demand, action or suit resulting from LFS's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Transfer Agent Agreement, "lack of due diligence" shall mean the processing by LFS of a Fund share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice approved by the Trust's Trustees, (2) insurance coverage's, or (3) generally accepted industry practices of mutual fund agents. LFS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In addition, the Trust will indemnify and hold LFS harmless against any loss, claim, damage, liability and expense (including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of CMISC’s bad faith the negligence of the Fund, the Trust or negligenceSRF as a result of LFS's acting upon any instructions reasonably believed by LFS to have been executed or orally communicated by a duly authorized officer or employee of the Fund, Trust or SRF as a result of acting in reliance upon written or oral advice reasonably believed by LFS to have been given by counsel for the Fund, Trust or SRF. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the other reasonable opportunity to defend against said claim in either party's name.

Duty of Care and Indemnification. CMISC CMS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CMS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that the Trust. CMISC CMS may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC CMS against and hold CMISC CMS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISCresulting from CMS’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for Class Y shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the The Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC FTIS against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from willful misfeasance, bad faith or negligencegross negligence on the part of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Trust will indemnify FTIS against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS to have been given by counsel for the Trust or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Trust to FTIS in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Trust's current prospectus, when believed by FTIS to be genuine. In any case in which a the Trust may be asked to indemnify or hold harmless CMISCFTIS harmless, CMISC shall advise the Trust shall be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall FTIS will use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend FTIS against any claim which may be the subject of this indemnification, and, in the event that the Trust so elects, such defense shall be conducted by counsel chosen by the Trust and satisfactory to FTIS, and thereupon the Trust shall take over complete defense of the claim and FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS will not confess any claim or make any compromise in any case in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC CMSI will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CMSI will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CMSI may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust the Company as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that TrustCompany, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trustthe Company. CMISC CMSI may seek from apply to counsel for a Trustthe Company, at the TrustCompany’s expense, or its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trustinstructions or in accordance with the advice of counsel for the Company, the Trust Company will indemnify and hold harmless CMISC CMSI from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust The Company will indemnify CMISC CMSI against and hold CMISC CMSI harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISCresulting from CMSI’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Company under this Agreement. CMSI shall also be indemnified and held harmless by the Company against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC LFS will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC LFS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that the Trust. CMISC LFS may seek from apply to counsel for a the Trust, at the Trust’s 's expense, or to its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC LFS against and hold CMISC LFS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from LFS's bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. LFS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC LFS will at all times use reasonable care -------------------------------- care, due diligence and act in good faith in performing its duties hereunder. CMISC LFS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust those individuals designated as authorized persons to give instructions to LFS as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the Presidentindividuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to LFS, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC LFS may seek from apply to counsel for a the Trust, or counsel for Liberty WAM, at the Trust’s Fund's expense, or its own counsel for advice whenever it appropriateadvice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for a TrustLiberty WAM, the Trust will indemnify and hold harmless CMISC LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC LFS against and hold CMISC LFS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust respect of any provision of this Agreement provided that such claim, demand, action or suit is not the result resulting from LFS's bad faith, negligence, lack of CMISC’s bad faith due diligence or negligencewillful misconduct and arising out of, or in connection with its duties under this Agreement. In any case in which a Trust may be asked to LFS shall indemnify or hold harmless CMISC, CMISC shall advise the Trust against and hold the Trust harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) in respect to any claim, demand, action or suit resulting from LFS's bad faith, negligence, lack of all pertinent facts concerning the situation giving rise to the claim due diligence or potential claim for indemnificationwillful misconduct, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents arising out of, or appears likely to present a claim for indemnification.in connection with, its duties under this Agreement. For purposes of this Transfer Agent

Duty of Care and Indemnification. CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the The Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC the Transfer Agent against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from the result of CMISC’s bad faith or negligencenegligence of the Transfer Agent, and arising out of, or in connection with, its duties on behalf of the Trust hereunder. In addition, the Trust will indemnify the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions, or share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by the Transfer Agent to have been given by counsel for the Trust or its own counsel and approved by the Trust or the Trust's counsel; or (iii) any action taken as a result of any error or omission in any record which the Transfer Agent had no reason to believe was inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) and was delivered, or caused to be delivered, by the Trust to the Transfer Agent in connection with this Agreement. In any case in which a the Trust may can be asked to indemnify or hold harmless CMISCthe Transfer Agent harmless, CMISC shall advise the Trust shall be advised of all pertinent facts concerning the situation giving rise to in question and the claim or potential claim for indemnification, and CMISC Transfer Agent shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend the Transfer Agent against any claim which may be the subject of this indemnification and, in the event that the Trust so elects, such defense shall be conducted by counsel chosen by the Trust, and thereupon the Trust shall take over complete defense of the claim and the Transfer Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 13 unless the Transfer Agent were found by a court or other forum to have acted in bad faith or to have been negligent with respect to such claim. The Transfer Agent will not confess any claim or make any compromise in any case in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC will The Agent shall at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will Without limiting the generality of the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficultiesan announced employee strike significant enough to cease mutual fund transfer operations, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the The Trust will indemnify and hold the Agent harmless CMISC from against any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses)) resulting from any claim, provided that such certifications demand, action or instructions are suit not provided by an employee resulting from the Agent's bad faith or negligence, and arising out of, or in connection with the Agent's duties on behalf of CMISC or any affiliate of CMISCthe Trust hereunder. Each In addition, the Trust will indemnify CMISC against and hold CMISC the Agent harmless from against any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the as a result of CMISC’s the negligence of the Trust or the Distributor (unless contributed to by the Agent's negligence or bad faith faith), or negligenceas a result of the Agent's acting upon any instructions executed or orally communicated by a duly authorized officer or employee of the Trust or the Distributor, according to such lists of authorized officers and employees furnished the Agent and as amended from time to time in writing by the President or Executive Vice President, or as a result of acting in reliance upon any genuine instrument or stock certificate signed, counter-signed or executed by any person or persons authorized to sign, countersign or execute the same. In order for this paragraph to apply, it is understood that if in any case in which a the Trust may be asked to indemnify or hold harmless CMISCthe Agent harmless, CMISC shall advise the Trust shall be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnificationin question, and CMISC shall it is further understood that the Agent will use reasonable care to identify and notify the Trust Trustee promptly concerning any situation which presents or appears likely to present a claim for indemnificationindemnification against the Trust. The Trust shall have the option to defend the Agent against any claim which may be the subject of this indemnification and in the event that the Trust so elects, it will so notify the Agent and thereupon the Trust shall take over complete defense of the claim and the Agent shall sustain no further legal or other expenses in such situation for which the Agent shall seek indemnification under this paragraph. The Agent will in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify the Agent except with the Trust's prior written consent.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Account will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Account hereunder. In addition, the Account will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Account or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Account, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a Trust the Account may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC the Account shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust Account promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Account. The Account shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Account so elects such defense shall be conducted by counsel chosen by the Account and satisfactory to you and it will so notify you, and thereupon the Account shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Account will be asked to indemnify you except with the Account's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Account shall no longer be vested with authority to sign for the Account, written notice thereof shall forthwith be given to you by the Account and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Account in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. CMISC a. The Adviser will at all times use reasonable care and act in good faith and with due care in performing the performance of its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Adviser will indemnify and hold harmless CMISC each Fund from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is which results from the Adviser's lack of good faith, absence of due care or negligence, or from any willful misconduct on the Adviser's part; provided, however, that: i. the Adviser shall not be liable to the Trust or any Fund or to any third party for consequential, indirect or special damages, such as loss of profits, loss of business or loss of opportunity, unless such damages are the result of CMISC’s bad faith the Adviser's gross negligence or negligencewillful misconduct; and ii. the Adviser shall not be liable or responsible for errors or delays caused by circumstances beyond its control, including acts of civil or military authority, national emergencies, strikes or similar labor disputes, fire, mechanical breakdown beyond the Adviser's control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond the Adviser's control of transportation, communication or power supply. b. The Trust, on behalf of each Fund, but only from the assets of each such Fund and not from other assets of the Trust or any other fund of the Trust, will indemnify the Adviser against and hold the Adviser harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Adviser acting in accordance with: i. any instructions reasonably believed by the Adviser to have been given, in writing or orally, by any person duly authorized by the Trust, on behalf of the Fund, to give such instructions, ii. any written or oral advice given, or reasonably believed by the Trust to have been given, by counsel for the Trust, or iii. the instructions contained in any instrument or stock certificate reasonably believed by the Adviser to have been genuine and signed, countersigned or executed by any person or persons authorized by the Trust, on behalf of the Fund, to sign, countersign or execute the same on the Fund's behalf. c. In any case in which a Trust one party (the Adviser or the Trust, on behalf of any Fund) hereto may be asked to indemnify the other or hold harmless CMISCthe other harmless, CMISC the party from whom indemnification is sought (the "Indemnifying Party") shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnificationin question, and CMISC shall the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Trust Indemnifying Party promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification. If Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party that is satisfactory to the Indemnified Party; and the Indemnifying Party will so notify the Indemnified Party. Thereupon such Indemnifying Party shall take over the complete defense of the claim, and the other party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by such Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). d. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant FTIS agrees to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC PFPC and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the securities laws and commodities laws and any state and foreign securities and blue sky laws, and amendments thereto), and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any and all lossesaction or omission to act which PFPC takes (i) at the request or on the direction of or in reliance on the advice of FTIS, claimsthe Fund or their counsel or (ii) upon Oral Instructions or Written Instructions. Neither PFPC, damagesnor any of its affiliates, liabilities and expenses shall be indemnified against any liability (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate expenses incident to such liability) arising out of CMISCPFPC's or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Each Trust PFPC will indemnify CMISC FTIS against and hold CMISC it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses), resulting from any claim, demand, action or suit resulting from willful misfeasance, bad faith or gross negligence on the part of PFPC, and arising out of, or in connection with, its duties hereunder. However, PFPC shall have no liability for or obligation to indemnify FTIS against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising out incurred by FTIS as a result of: (i) any action taken in accordance with Written or Oral Instructions; (ii) any action taken in accordance with written or oral advice reasonably believed by PFPC to have been given by counsel for FTIS or the Fund; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by FTIS to PFPC in connection with this Subcontract; or (iv) any material breach by a Trust action taken in accordance with shareholder instructions which meet the standards described in the Fund's current prospectus, including without limitation oral instructions which meet the standards described in the section of any provision the prospectus dealing with telephone transactions, so long as PFPC believes such instructions to be genuine. Nothing in this Section shall supersede or limit PFPC's obligations regarding "as of" trades, as described in paragraph 9 of Schedule C. The obligations of the parties hereto under this Section shall survive the termination of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s bad faith or negligence. In any case in which a Trust may be asked to indemnify or hold harmless CMISC, CMISC shall advise the Trust of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnificationSubcontract.

Duty of Care and Indemnification. CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Company will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC the Transfer Agent against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses of any sort or kind (including reasonable counsel fees and expenses) arising out of or in connection with ("Losses") resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is or other proceeding unless such Losses has been determined to have resulted from a negligent failure to act or omission to act or bad faith of the Transfer Agent in the performance of its duties hereunder. In addition, the Company will indemnify the Transfer Agent against and hold it harmless from any Losses that do not arise from a negligent failure to act or omission to act or bad faith of the Transfer Agent in the performance of its duties hereunder and arise from: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions, or share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by the Transfer Agent to have been given by counsel for the Company or its own counsel; or (iii) any action taken as a result of CMISC’s bad faith any error or negligenceomission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Company to the Transfer Agent in connection with this Agreement. In any case in which a Trust the Company may be asked to indemnify or hold harmless CMISCthe Transfer Agent harmless, CMISC the Company shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and in question. The Transfer Agent will notify the Trust Company promptly concerning after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Company although the failure to do so shall not prevent recovery by the Transfer Agent. The Company shall have the option to defend the Transfer Agent against any Claim which may be the subject of this Indemnification, and, in the event that the Company so elects, such defense shall be conducted by counsel chosen by the Company and satisfactory to the Transfer Agent, and thereupon the Company shall take over complete defense of the Claim and the Transfer Agent shall sustain no further legal or other expenses in respect of such Claim. The Transfer Agent will not confess any Claim or make any compromise in any case in which the Company will be asked to provide indemnification, except with the Company's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC LFS will at all times use -------------------------------- reasonable care care, due diligence and act in good faith in performing its duties hereunder. CMISC LFS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust those individuals designated as authorized persons to give instructions to LFS as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the Presidentindividuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to LFS, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC LFS may seek from apply to counsel for a the Trust, or counsel for Liberty WAM, at the Trust’s Fund's expense, or its own counsel for advice whenever it appropriateadvice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for a TrustLiberty WAM, the Trust will indemnify and hold harmless CMISC LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC LFS against and hold CMISC LFS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust respect of any provision of this Agreement provided that such claim, demand, action or suit is not the result resulting from LFS's bad faith, negligence, lack of CMISC’s bad faith due diligence or negligencewillful misconduct and arising out of, or in connection with its duties under this Agreement. In any case in which a Trust may be asked to LFS shall indemnify or hold harmless CMISC, CMISC shall advise the Trust against and hold the Trust harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) in respect to any claim, demand, action or suit resulting from LFS's bad faith, negligence, lack of all pertinent facts concerning the situation giving rise to the claim due diligence or potential claim for indemnificationwillful misconduct, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents arising out of, or appears likely to present a claim for indemnification.in connection with, its duties under this Agreement. For purposes of this Transfer Agent

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust Each Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of that Fund hereunder. In addition, each Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been given, executed or orally communicated by any person duly authorized by that Fund or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for that Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a Trust Fund may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC that Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust that Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against that Fund. Each Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that a Fund so elects such defense shall be conducted by counsel chosen by that Fund and satisfactory to you and it will so notify you, and thereupon that Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which a Fund will be asked to indemnify you except with such Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC will at all times use (a) Each party shall fulfill its obligations hereunder by acting with reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust faith; (b) The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC AST against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from the result of CMISC’s bad faith or negligencenegligence of AST, and arising out of, or in connection with, its duties on behalf of the Fund hereunder. In addition, the Fund will indemnify AST against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of : (i) any action taken in accordance with Written or Oral Instructions, or share certificates reasonably believed by AST to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by AST to have been given by counsel for the Fund; or (iii) any action taken as a result of any error or omission in any record which AST had no reasonable basis to believe was inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) and was delivered, or caused to be delivered, by the Fund to AST in connection with this Agreement; (c) AST will indemnify the Fund against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the bad faith or negligence of the Fund, and arising out of, or in connection with, AST’s breach of this Agreement; (d) In any case in which a Trust party may be asked to indemnify or hold harmless CMISCthe other party harmless, CMISC the indemnifying party shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to in question and the claim or potential claim for indemnification, and CMISC party seeking indemnification shall use reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present a claim for indemnification. The indemnifying party shall have the option to defend against any claim which may be the subject of this indemnification and, in the event that the indemnifying party so elects, such defense shall be conducted by counsel chosen by the indemnifying party, and thereupon the indemnifying party shall take over complete defense of the claim and the party seeking indemnification shall sustain no further legal or other expenses in such situation for which it seeks indemnification. The party seeking indemnification will not confess any claim or make any compromise in any case in which the indemnifying party will be asked to provide indemnification, except with the indemnifying party’s prior written consent; and (e) The obligations of the parties hereto under this Section shall survive the termination of this Agreement. (f) AST shall not be responsible for the validity of the issuance, presentation or transfer of stock; the genuineness of endorsements; the authority of presentors; or the collection or payment of charges or taxes incident to the issuance or transfer of stock. AST may, however, delay or decline an issuance or transfer if it deems it to be in its or the Fund’s best interests to receive evidence or assurance of such validity, authority, collection or payment. AST shall not be responsible for any discrepancies in its records or between its records and those of the Fund, if it is a successor transfer agent or successor registrar, unless no discrepancy existed in the records of the Fund and any predecessor transfer agent or predecessor registrar. AST shall not be deemed to have notice of, or to be required to inquire regarding, any provision of the Fund’s Declaration of Trust or by-laws, any court or administrative order, or any other document, unless it is specifically advised of such in a writing from the Fund, which writing shall set forth the manner in which it affects the Shares. In no event shall AST be responsible for any transfer or issuance not effected by it. (g) IN NO EVENT SHALL AST HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR COST OF COVER.

Duty of Care and Indemnification. CMISC US will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC US will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that the Trust. CMISC LFS may seek from apply to counsel for a the Trust, at the Trust’s 's expense, or to its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a the Trust, the Trust will indemnify and hold harmless CMISC LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each The Trust will indemnify CMISC US against and hold CMISC US harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from LFS's bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. LFS shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares reasonably believed by it (a), to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC MLSSISI will at all times use reasonable --------------------------------- care and act in good faith in performing its duties Shareholders' Administrative Services hereunder. CMISC MLSSISI shall be responsible for providing quality control over all information entered on the records of the Corporation's transfer agent. MLSSISI will not be liable or responsible for delays or errors by reason of owing to circumstances beyond its control, including including, without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC MLSSISI may rely on certifications and instructions of an officer of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust Corporation as to proceedings or facts in connection with any action taken by the shareholders or the Board Directors of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that TrustCorporation. CMISC MLSSISI may seek from apply to counsel for a Trustthe Corporation, at the Trust’s Corporation's expense, or its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trustthe Corporation, the Trust Corporation will indemnify and hold harmless CMISC MLSSISI from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust The Corporation will indemnify CMISC MLSSISI against and hold CMISC MLSSISI harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust respect of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from MLSSISI's bad faith or negligencenegligence and arising out of, or in connection with, its performance of Shareholders' Administrative Services on behalf of a Fund under this Agreement. In MLSSISI shall also be indemnified and held harmless by the Corporation against any case loss, claim, damage, liability and expense (including reasonable counsel fees and expenses) by reason of any act done by it in which a Trust may good faith and in reliance upon any instrument believed by it (a) to be asked genuine and (b) to indemnify be signed, countersigned or hold harmless CMISCexecuted by any person or persons authorized to sign, CMISC shall advise the Trust of all pertinent facts concerning the situation giving rise to the claim countersign, or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnificationexecute such instrument.

Duty of Care and Indemnification. CMISC a. The Adviser will at all times use reasonable care and act in good faith and with due care in performing the performance of its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Adviser will indemnify and hold harmless CMISC the Trust and each Fund from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is which results from the Adviser's lack of good faith, absence of due care or negligence, or from any willful misconduct or gross negligence on the Adviser's part; provided, however, that: i. the Adviser shall not be liable to the Trust or any Fund or to any third party for consequential, indirect or special damages, such as loss of profits, loss of business or loss of opportunity, unless such damages are the result of CMISC’s bad faith the Adviser's gross negligence or negligencewillful misconduct; and ii. the Adviser shall not be liable or responsible for errors or delays caused by circumstances beyond its control, including acts of civil or military authority, national emergencies, strikes or similar labor disputes, fire, mechanical breakdown beyond the Adviser's control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond the Adviser's control of transportation, communication or power supply. b. The Trust, on behalf of each Fund, but only from the assets of each such Fund and not from other assets of the Trust or any other fund of the Trust, will indemnify the Adviser against and hold the Adviser harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Adviser acting in accordance with: i. any instructions given, in writing by any person duly authorized by the Trust, on behalf of the Fund, to give such instructions, ii. any written or oral advice given, or reasonably believed by the Trust to have been given, by counsel for the Trust, or iii. the instructions contained in any instrument or stock certificate reasonably believed by the Adviser to have been genuine and signed, countersigned or executed by any person or persons authorized by the Trust, on behalf of the Fund, to sign, countersign or execute the same on the Fund's behalf; but in any such case only to the extent approved by a majority of the disinterested Trustees of the Trust. c. In any case in which a Trust one party (the Adviser or the Trust, on behalf of any Fund) hereto may be asked to indemnify the other or hold harmless CMISCthe other harmless, CMISC the party from whom indemnification is sought (the "Indemnifying Party") shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnificationin question, and CMISC shall the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Trust Indemnifying Party promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification. If Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party that is satisfactory to the Indemnified Party; and the Indemnifying Party will so notify the Indemnified Party. Thereupon such Indemnifying Party shall take over the complete defense of the claim, and the other party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by such Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). d. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement for acts occurring while the agreement was in force.

Duty of Care and Indemnification. CMISC CISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC CISC will not be liable or responsible for delays or errors by reason of circumstances beyond its controlcon- trol, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication commu- nication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC CISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that the Trust. CMISC CISC may seek from apply to counsel for a the Trust, at the Trust’s 's expense, or to its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC CISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust The trust will indemnify CMISC CISC against and hold CMISC CISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from CISC's bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CISC shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC will Agent shall at all times use reasonable -------------------------------- care and act in good faith in performing its your duties hereunder. CMISC will Without limiting the generality of the foregoing, Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficultiesan announced employee strike significant enough to cease mutual fund transfer operations, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots riots, or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans . You shall not be responsible for and procedures pursuant to Section 29 hereof. CMISC may rely on certifications the Fund will indemnify you for any losses or damages arising out of the Secretary, any Assistant Secretary, offer or sale of shares of the President, any Vice President, the Treasurer Fund in violation of federal securities laws or regulations or any Assistant Treasurer of a Trust as to proceedings state securities laws or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trustregulations. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Fund will indemnify and hold Agent harmless CMISC from against any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses)) resulting from any claim, provided that such certifications demand, action or instructions are suit not provided by an employee resulting from your bad faith or negligence, and arising out of, or in connection with your duties on behalf of CMISC or any affiliate of CMISCthe Fund hereunder. Each Trust In addition, the Fund will indemnify CMISC against and hold CMISC Agent harmless from against any and all losses, claims, damages, liabilities and expenses or expenses, (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the as a result of CMISC’s the negligence of the Fund or the Principal Underwriter (unless contributed to by your negligence or bad faith faith), or negligenceas a result of your acting upon any instructions executed or orally communicated only by a duly authorized officer or employee of the Fund or the Principal Underwriter, according to such lists of authorized officers and employees furnished Agent and as amended from time to time in writing by the President or Executive Vice President, or as a result of acting in reliance upon written or oral advice given by Counsel for the Fund, or as a result cf acting in reliance upon any genuine instrument or stock certificate signed, counter-signed or executed by any person or persons authorized to sign, counter-sign or execute the same. In order for this paragraph to apply, it is understood that if in any case in which a Trust the Fund may be asked to indemnify or hold harmless CMISCAgent harmless, CMISC the Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnificationin question, and CMISC shall it is further understood that Agent will use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnificationindemnification against the Fund. The Fund shall have the option to defend Agent against any claim which may be the subject of this indemnification and in the event that the Fund so elects, it will so notify Agent and thereupon the Fund shall take over complete defense of the claim and Agent shall sustain no further legal or other expenses in such situation for which Agent shall seek indemnification under this paragraph. Agent will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify Agent except with the Fund's prior written consent.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the The Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Trust hereunder. In addition, the Trust will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been given executed or orally communicated by any person duly authorized by the Trust or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Trust, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a the Trust may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC shall advise the Trust shall be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Trust so elects such defense shall be conducted by counsel chosen by the Trust and satisfactory to you and it will so notify you, and thereupon the Trust shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify you except with the Trust's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC FPS will at all times use reasonable be obligated to exercise care and diligence and to act in good faith in performing and to use its duties hereunderbest efforts within commercially reasonable limits to insure the accuracy and completeness of all services performed under this Agreement. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will FPS shall indemnify and hold the Trust and any of its Series harmless CMISC from and against any and all losses, claims, damages, liabilities costs, charges, counsel fees, payments, expenses and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) liability arising out of or attributed to any action or failure or omission to act by FPS as a result of FPS' lack of good faith, negligence, willful misconduct or negligence. Any person, even though also a director, officer, employee, shareholder or agent of FPS, who may be or become an officer, trustee, employee or agent of the Trust, will be deemed, when rendering services to the Series, or acting on any business of the Trust (other than services or business in connection with FPS' duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder or agent of, or one under the control or direction of FPS even though such person may be receiving compensation from FPS. Each Series shall indemnify and hold FPS harmless, together with its directors, officers, employees, shareholders and agents from and against any and all claims, demands, expenses and liabilities (whether with or without basis in fact or law) of any and every nature which FPS may sustain or incur or which may be asserted against FPS by any person by reason of, or as a result of: (i) any action taken or omitted to be taken by FPS except claims, demands, expenses and liabilities arising from willful misfeasance, bad faith, negligence or reckless disregard on the part of FPS in the performance of its obligations and duties under this Agreement; or (ii) any action taken or omitted to be taken by FPS in reliance upon any Certificate, instrument, order or stock certificate or other document reasonably believed by FPS to be genuine and signed, countersigned or executed by any duly Authorized Person, upon the Oral Instructions or Written Instructions of an Authorized Person of the Trust, or upon the written opinion of legal counsel for the Trust or FPS. If a claim is made against any Party as to which such Party may seek indemnity under this Section, such Party will notify the other Party promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and will notify the other Party promptly of any action commenced against such Party within ten (10) days after such Party has been served with a summons or other legal process, giving information as to the nature and basis of the claim. Failure to notify the other Party will not, however, relieve the other Party from any liability which it may have on account of the indemnity under this Section so long as the other Party has not been prejudiced in any material breach respect by a Trust such failure. The Parties will cooperate in the control of the defense of any provision action, suit or proceeding in which one Party is involved and for which indemnity is being provided to such Party by the other Party. The indemnifying Party may negotiate the settlement of this Agreement provided that such any action, suit or proceeding subject to the other Party's approval, which will not be unreasonably withheld. The other Party reserves the right, but not the obligation, to participate in the defense or settlement of a claim, demand, action or suit is not proceeding with its own counsel. Costs or expenses incurred by the other Party in connection with, or as a result of, such participation will be borne solely by the indemnifying Party if: (i) the other Party has received an opinion of CMISC’s bad faith counsel from counsel to the indemnifying Party stating that the use of the indemnifying Party's counsel by the other Party would present an impermissible conflict of interest; (ii) Parties, and legal counsel to the other Party has reasonably concluded that there are legal defenses available to it which are different from or negligence. In any case additional to those available to the indemnifying Party or which may be adverse to or inconsistent with defenses available to the indemnifying Party (in which a Trust may be asked case the indemnifying Party will not have the right to indemnify or hold harmless CMISC, CMISC shall advise direct the Trust defense of all pertinent facts concerning such action on behalf of the situation giving rise other Party); or (iii) the indemnifying Party authorizes the other Party to employ separate counsel at the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify expense of the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnificationindemnifying Party. The terms of this Section will survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC will The Agent shall at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will Without limiting the generality of the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficultiesan announced employee strike significant enough to cease mutual fund transfer operations, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the The Trust will indemnify and hold the Agent harmless CMISC from against any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses)) resulting from any claim, provided that such certifications demand, action or instructions are suit not provided by an employee resulting from the Agent's bad faith or negligence, and arising out of, or in connection with the Agent's duties on behalf of CMISC or any affiliate of CMISCthe Trust hereunder. Each In addition, the Trust will indemnify CMISC against and hold CMISC the Agent harmless from against any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the as a result of CMISC’s the negligence of the Trust or the Distributor (unless contributed to by the Agent's negligence or bad faith faith), or negligenceas a result of the Agent's acting upon any instructions executed or orally communicated by a duly authorized officer or employee of the Trust or the Distributor, according to such lists of authorized officers and employees furnished the Agent and as amended from tie to time in writing by the president or Executive Vice President, or as a result of acting in reliance upon any genuine instrument or stock certificate signed, counter signed or executed by any person or persons authorized to sign, counter-sign or execute the same. In order for this paragraph to apply, it is understood that if in any case in which a the Trust may be asked to indemnify or hold harmless CMISCthe Agent harmless, CMISC shall advise the Trust shall be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnificationin question, and CMISC shall it is further understood that the Agent will use reasonable care to identify and notify the Trust Trustee promptly concerning any situation which presents or appears likely to present a claim for indemnificationindemnification against the Trust. The Trust shall have the option to defend the Agent against any claim which may be the subject of this indemnification and in the event that the Trust so elects, it will so notify the Agent and thereupon the Trust shall take over complete defense of the claim and the Agent shall sustain no further legal or other expenses in such situation for which the Agent shall seek indemnification under this paragraph. The Agent will in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify the Agent except with the Trust's prior written consent.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been given executed or orally communicated by any person duly authorized by the Fund or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a Trust the Fund may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC the Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust The Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been given executed or orally communicated by any person duly authorized by the Fund or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which a Trust the Fund may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC the Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification, against the Fund. The Fund shall have the option to defend you against any claim which may be subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. CMISC LFS will at all times use reasonable care and act in good faith in the performing of its duties hereunder. CMISC LFS will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply. LFS shall use its best efforts to minimize the likelihood of damage, so long as CMISC maintains comprehensive business continuity plans loss of data, delays, or errors resulting from such uncontrollable events, and procedures pursuant if damage, loss of data, delays, or errors occur, LFS shall use its best efforts to Section 29 hereofmitigate the effects of the occurrence. CMISC LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust Fund as to proceedings or facts in connection with any action taken by the shareholders or Directors of the Board of that TrustFund, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trustthe Fund. CMISC LFS may seek from apply to counsel for a Trustthe Funds, at the Trust’s Funds' expense, or to its own counsel for advice whenever it appropriatedeems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trustinstructions or in accordance with the advice of counsel for the Funds, the Trust Funds will indemnify and hold harmless CMISC LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust The Funds will indemnify CMISC LFS against and hold CMISC LFS harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with respect to any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from LFS's bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Funds under this Agreement. LFS shall also be indemnified and held harmless by the Funds against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith and in reliance upon any instrument or certificate for shares believed by it (a) to be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign, or execute such instrument or certificate. In any case in which a Trust party to this Agreement may be asked to indemnify or hold harmless CMISCthe other party hereto, CMISC the party seeking indemnification shall advise the Trust other party of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC each party shall use reasonable care to identify and notify the Trust other promptly concerning any situation which that presents or appears likely to present a claim for indemnification.

Duty of Care and Indemnification. CMISC You will at all times use reasonable care and act in good faith in performing its your duties hereunder. CMISC You will not be liable or responsible for delays or errors by reason of circumstances beyond its your control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdownbreakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely The Trust on certifications behalf of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust each Fund will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC you against and hold CMISC you harmless from any and all losses, claims, damages, liabilities and or expenses (including reasonable counsel fees and expenses) arising out of or in connection with resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of such Fund hereunder. In addition, the Trust on behalf of each Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by such Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for such Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Trust on behalf of a Trust Fund may be asked to indemnify you or hold harmless CMISCyou harmless, CMISC the Fund shall advise the Trust be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, in question and CMISC shall you will use reasonable care to identify and notify the Trust such Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against such Fund. The Trust on behalf of such Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Trust on behalf of such Fund so elects such defense shall be conducted by counsel chosen by the Trust on behalf of such Fund and satisfactory to you and it will so notify you, and thereupon the Trust on behalf of such Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Trust on behalf of a Fund will be asked to indemnify you except with the Trust's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Trust shall no longer be vested with authority to sign for the Trust, written notice thereof shall forthwith be given to you by the Trust and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Trust in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the (a) The Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC the Transfer Agent against and hold CMISC it harmless from any and all losses, claims, damages, liabilities and or expenses of any sort or kind (including reasonable counsel fees and expenses) arising out of or in connection with ("Claims") resulting from any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is or other proceeding unless such Claims have been determined to have resulted from a negligent act or omission to act or bad faith of the Transfer Agent in the performance of its duties hereunder. In addition, the Trust will indemnify the Transfer Agent against and hold it harmless from any Claims that do not arise from a negligent act or omission to act or bad faith of the Transfer Agent in the performance of its duties hereunder and that results from: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions, or share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by the Transfer Agent to have been given by counsel for the Trust or its own counsel; or (iii) any action taken as a result of CMISC’s bad faith any error or negligenceomission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Trust to the Transfer Agent in connection with this Agreement. In any case in which a the Trust may be asked to indemnify or hold harmless CMISCthe Transfer Agent harmless, CMISC shall advise the Trust shall be advised of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and in question. The Transfer Agent will notify the Trust promptly concerning after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Trust although the failure to do so shall not prevent recovery by the Transfer Agent. The Trust shall have the option to defend the Transfer Agent against any Claim which may be the subject of this indemnification, and, in the event that the Trust so elects, such defense shall be conducted by counsel chosen by the Trust and satisfactory to the Transfer Agent, and thereupon the Trust shall take over complete defense of the Claim and the Transfer Agent shall sustain no further legal or other expenses in respect of such Claim. The Transfer Agent will not confess any Claim or make any compromise in any case in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.