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 26 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 advice whenever it deems 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 (a) The Transfer Agent will at all times use reasonable care and act in good faith and with due diligence within reasonable limits in performing its duties hereunder. CMISC The Transfer Agent and any officer, director or agent thereof, 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 26 hereof. CMISC . (b) The Transfer Agent 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, with the understanding that such certifications shall be reasonably believed to be accurate and reliable. CMISC The Transfer Agent may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems it appropriateexpedient. 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 the Transfer Agent 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 . (c) The Trust will indemnify CMISC the Transfer Agent against and hold CMISC the Transfer Agent harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses): (i) arising out of, or in connection with, its performance of its duties on behalf of the Trust under this Agreement, except to the extent such Losses result from the Transfer Agent’s bad faith, negligence or intentional misconduct; (ii) arising out of, or in connection with 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; (iii) arising out of, or in connection with, any act done or omitted to be done in reliance on the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good-faith belief that the transaction or action is illegal or unauthorized. (d) The Transfer Agent 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) 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 resulting from the result of CMISCTransfer Agent’s bad faith faith, negligence or negligence. intentional misconduct and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. (e) The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code. (f) 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 26 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 advice whenever it deems 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 The 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 the 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 CFS will at all times use reasonable care care, due diligence 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, 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 26 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 those individuals designated as authorized persons to give instructions to CFS as to proceedings or facts in connection with any action taken by the shareholders of a Trust or the Board Trustees of that a 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 CFS, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC CFS may seek from apply to counsel for a the relevant Trust, or counsel for CMA, at the Trust’s 's expense, or its own counsel advice whenever it deems it appropriatefor advice. 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 TrustCMA, 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 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 any material breach by a Trust respect of any provision of this Agreement provided that such claim, demand, action or suit not resulting from CFS's bad faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with its duties under this Agreement. CFS shall indemnify each Trust against and hold each 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 CFS'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 CFS of a Trust 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 agents. CFS 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 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, each Trust will indemnify and hold CFS 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 the Trust or negligenceCMA as a result of CFS's acting upon any instructions reasonably believed by CFS to have been executed or orally communicated by a duly authorized officer or employee of the Trust or CMA as a result of acting in reliance upon written or oral advice reasonably believed by CFS to have been given by counsel for the Trust or CMA. 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 (a) The Transfer Agent will at all times use reasonable care and act in good faith and with due diligence within reasonable limits in performing its duties hereunder. CMISC The Transfer Agent and any officer, director or agent thereof, 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 26 hereof. CMISC . (b) The Transfer Agent 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, with the understanding that such certifications shall be reasonably believed to be accurate and reliable. CMISC The Transfer Agent may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems it appropriateexpedient. 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 the Transfer Agent 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 . (c) The Trust will indemnify CMISC the Transfer Agent against and hold CMISC the Transfer Agent harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses): (i) arising out of, or in connection with, its performance of its duties on behalf of the Trust under this Agreement, except to the extent such Losses result from the Transfer Agent’s bad faith, negligence or intentional misconduct; (ii) arising out of, or in connection with 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; (iii) arising out of, or in connection with, any act done or omitted to be done in reliance on the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good-faith belief that the transaction or action is illegal or unauthorized. (d) The Transfer Agent 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) 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 resulting from the result of CMISCTransfer Agent’s bad faith faith, negligence or negligence. intentional misconduct and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. (e) The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code. (f) 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 26 paragraph 27 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 the Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that the 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 may seek from counsel for a the Trust, at the Trust’s expense, or its own counsel advice whenever it deems 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 the 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 The 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 the 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 the 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 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 26 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 's expense, or its own counsel for advice whenever it deems it appropriateexpedient. 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 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 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 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 26 paragraph 27 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 advice whenever it deems 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 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 26 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 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 may seek from apply to counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it deems it appropriateexpedient. 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 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 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 resulting from CMISC’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMISC 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 care, due diligence 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, 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 26 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 those individuals designated as authorized persons to give instructions to CFS as to proceedings or facts in connection with any action taken by the shareholders of a Trust or the Board Trustees of that a 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 CFS, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC CFS may seek from apply to counsel for a the relevant Trust, or counsel for CMA, at the Trust’s 's expense, or its own counsel advice whenever it deems it appropriatefor advice. 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 TrustCMA, 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 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 any material breach by a Trust respect of any provision of this Agreement provided that such claim, demand, action or suit not resulting from CFS's bad faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with its duties under this Agreement. CFS shall indemnify each Trust against and hold each 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 CFS'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 CFS of a Trust 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 agents. CFS 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 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, each Trust will indemnify and hold CFS 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 Trust or negligenceCMA as a result of CFS's acting upon any instructions reasonably believed by CFS to have been executed or orally communicated by a duly authorized officer or employee of the Trust or CMA as a result of acting in reliance upon written or oral advice reasonably believed by CFS to have been given by counsel for the Trust or CMA. 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 (a) The Transfer Agent will at all times use reasonable care and act in good faith and with due diligence within reasonable limits in performing its duties hereunder. CMISC The Transfer Agent and any officer, director or agent thereof, 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 26 hereof. CMISC . (b) The Transfer Agent 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, with the understanding that such certifications shall be reasonably believed to be accurate and reliable. CMISC The Transfer Agent may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems it appropriateexpedient. 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 the Transfer Agent 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 . (c) The Trust will indemnify CMISC the Transfer Agent against and hold CMISC the Transfer Agent harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). (i) arising out of, or in connection with, its performance of its duties on behalf of the Trust under this Agreement, except to the extent such Losses result from the Transfer Agent’s bad faith, negligence or intentional misconduct; (ii) arising out of, or in connection with 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; (iii) arising out of, or in connection with, any act done or omitted to be done in reliance on the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good-faith belief that the transaction or action is illegal or unauthorized. (d) The Transfer Agent 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) 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 resulting from the result of CMISCTransfer Agent’s bad faith faith, negligence or negligence. intentional misconduct and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. (e) The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code. (f) 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 26 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 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 may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel counsel, for advice whenever it deems it appropriateexpedient. 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 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 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 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 resulting from CMISC’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMISC 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 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 26 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 advice whenever it deems it appropriatefor advice. 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. 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 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 26 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 's expense, or its own counsel for advice whenever it deems 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 '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 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 26 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 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 may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems it appropriateexpedient. 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 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 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 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 resulting from CMISC’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMISC 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 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 26 hereof. CMISC CFS may rely relay 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 deems it appropriateexpedient. 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 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 26 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 deems 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 (a) The Transfer Agent and any officer, director or agent thereof will at all times use reasonable care and act in good faith and with due diligence in performing its duties hereunder. CMISC The Transfer Agent and any officer, director or agent thereof, 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 the Transfer Agent maintains a comprehensive disaster recovery and business continuity plans and procedures plan pursuant to Section 26 paragraph 40 hereof. CMISC . (b) The Transfer Agent 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 of that TrustBoard, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust, with the understanding that such certifications shall be reasonably believed to be accurate and reliable. CMISC The Transfer Agent may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems it appropriateexpedient. 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 the Transfer Agent 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 . (c) The Trust will indemnify CMISC the Transfer Agent against and hold CMISC the Transfer Agent harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of of, or in connection with with: (i) the Transfer Agent’s performance of its duties on behalf of the Trust under this Agreement, except to the extent such losses result from the Transfer Agent’s bad faith, negligence or intentional misconduct; (ii) any material breach act done by the Transfer Agent 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; (iii) any act done or omitted to be done by the Transfer Agent in reliance on the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good-faith belief that the transaction or action is illegal or unauthorized. (d) The Transfer Agent 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 provision of this Agreement provided that such claim, demand, action or suit is not resulting from the result bad faith, negligence or intentional misconduct of CMISC’s bad faith the Transfer Agent and/or any officer, director or negligence. agent thereof and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. (e) The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code. (f) 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 26 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 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 may seek from apply to counsel for a the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems it appropriateexpedient. 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 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 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 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 resulting from CMISC’s bad faith or negligencenegligence and arising out of, or in connection with, its duties on behalf of the Trust under this Agreement. CMISC 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 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 26 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 an 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 SRF, at the Trust’s Fund's expense, or its own counsel advice whenever it deems it appropriatefor advice. 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 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 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 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. CISC 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 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 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 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. 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 with due diligence and in reasonable 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 addition, the Trust 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, the Trust or negligenceSRO as a result of Disc'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 or SRO 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, or SRO. 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 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 26 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 advice whenever it deems 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 The 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 the 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. Form of Transfer and Dividend Disbursing Agent Agreement 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.