Common use of Fund Indemnification Clause in Contracts

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, Fund agrees -------------------- that the Portfolio will indemnify, defend to indemnify and hold harmless Funds DistributorCF&Co, its several officers and the directors, officers, partners, employees and any person agents of CF&Co and each person, if any, who (i) controls Funds Distributor CF&Co within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, damages or liabilities, joint expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 10(c)) of, any action, suit or severalproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which CF&Co, or any of them such person, may become subject under the 1933 Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based uponbased, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or the Prospectuses Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of a Portfolio, or arise out of the Fund or based upon, on written information furnished by or on behalf of a Portfolio, the Fund filed in any state jurisdiction in order to sell qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, ("Blue Sky Application"), or arise out of, or are based upon, y) the omission or alleged omission to state therein in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, and will reimburse Funds Distributor, its several officers and directors, and misleading or (z) any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred breach by any of them the indemnifying parties of any of their respective representations, warranties and agreements contained in investigating, defending or preparing to defend any such action, proceeding or claimthis Agreement; provided, however, that neither the Fund nor any -------- ------- Portfolio this indemnity agreement shall be liable in any case not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or liability arises out of, or is based upon, any indirectly by an untrue statement, alleged untrue statement, statement or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information relating to CF&Co and furnished to the Fund by or on behalf of Funds Distributor specifically CF&Co expressly for inclusion thereinin any document as described in clause (x) of this Section 10(a). A Portfolio This indemnity agreement will be in addition to any liability that the Fund might otherwise have. Any indemnification by the Fund shall not indemnify any person pursuant be subject to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason requirements and limitations of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct"Section 17(i) or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees 1940 Act and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio1940 Act Release 11330.

Fund Indemnification. The Fund, on behalf of the each Portfolio, agrees -------------------- that the each Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors trustees of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors trustees of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the each Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds and with respect to the Distributor specifically for inclusion therein. A Portfolio The Fund shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested partiespersons" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio Fund shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long asas such person shall: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio Series shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, Fund agrees -------------------- that the Portfolio will indemnify, defend to indemnify and hold harmless Funds DistributorStifel, its several officers and the directors, officers, partners, employees and any person agents of Stifel and each person, if any, who (i) controls Funds Distributor Stifel within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Stifel (a “Stifel Affiliate”) from and against any and all losses, claims, damages or liabilities, joint expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 10(c)) of, any action, suit or severalproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Stifel, or any of them such person, may become subject under the 1933 Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based uponbased, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or the Prospectuses Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of a Portfolio, or arise out of the Fund or based upon, on written information furnished by or on behalf of a Portfolio, the Fund filed in any state jurisdiction in order to sell qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, ("Blue Sky Application"), or arise out of, or are based upon, y) the omission or alleged omission to state therein in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, and will reimburse Funds Distributor, its several officers and directors, and misleading or (z) any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred breach by any of them the indemnifying parties of any of their respective representations, warranties and agreements contained in investigating, defending or preparing to defend any such action, proceeding or claimthis Agreement; provided, however, that neither the Fund nor any -------- ------- Portfolio this indemnity agreement shall be liable in any case not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or liability arises out of, or is based upon, any indirectly by an untrue statement, alleged untrue statement, statement or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information relating to Stifel and furnished to the Fund by or on behalf of Funds Distributor specifically Stifel expressly for inclusion thereinin any document as described in clause (x) of this Section 10(a). A Portfolio This indemnity agreement will be in addition to any liability that the Fund might otherwise have. Any indemnification by the Fund shall not indemnify any person pursuant be subject to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason requirements and limitations of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct"Section 17(i) or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees 1940 Act and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio1940 Act Release 11330.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectus or in any application or other document executed by or on behalf of a the Portfolio, or arise out of or based upon, information furnished by or on behalf of a the Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that neither the Fund nor any -------- ------- the Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A The Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-trial- type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a the Portfolio, or arise out of or based upon, information furnished by or on behalf of a the Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- the Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A The Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will Trust shall indemnify, defend and hold harmless Funds Distributorthe Distributor and its officers, its several officers directors, employees and directorsagents, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations and warranties in section 4.1 hereof or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfoliothe Trust, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Trust filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"Applications), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse Funds the Distributor, and its several officers officers, directors, employees and directorsagents, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio Trust shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the any Registration Statement, the Prospectuses, any Prospectus or Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund Trust by or on behalf of Funds and with respect to the Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, Fund agrees -------------------- that the Portfolio will indemnify, defend to indemnify and hold harmless Funds DistributorKnight, its several officers and the directors, officers, partners, employees and any person agents of Knight and each person, if any, who (i) controls Funds Distributor Knight within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Knight (a “Knight Affiliate”) from and against any and all losses, claims, damages or liabilities, joint expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 10(c)) of, any action, suit or severalproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Knight, or any of them such person, may become subject under the 1933 Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based uponbased, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or the Prospectuses Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of a Portfolio, or arise out of the Fund or based upon, on written information furnished by or on behalf of a Portfolio, the Fund filed in any state jurisdiction in order to sell qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, ("Blue Sky Application"), or arise out of, or are based upon, y) the omission or alleged omission to state therein in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, and will reimburse Funds Distributor, its several officers and directors, and misleading or (z) any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred breach by any of them the indemnifying parties of any of their respective representations, warranties and agreements contained in investigating, defending or preparing to defend any such action, proceeding or claimthis Agreement; provided, however, that neither the Fund nor any -------- ------- Portfolio this indemnity agreement shall be liable in any case not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or liability arises out of, or is based upon, any indirectly by an untrue statement, alleged untrue statement, statement or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information relating to Knight and furnished to the Fund by or on behalf of Funds Distributor specifically Knight expressly for inclusion thereinin any document as described in clause (x) of this Section 10(a). A Portfolio This indemnity agreement will be in addition to any liability that the Fund might otherwise have. Any indemnification by the Fund shall not indemnify any person pursuant be subject to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason requirements and limitations of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct"Section 17(i) or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees 1940 Act and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio1940 Act Release 11330.

Fund Indemnification. The Fund, on behalf of the each Portfolio, agrees -------------------- that the each Portfolio will indemnify, defend and hold harmless Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act Act, the 1940 Act, other securities laws, or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectuses, the sales literature or other promotional material of the Fund or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of, or are based upon any breach of or failure to perform any obligation of the Fund under the Participation Agreement of even date and will reimburse Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds the Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the each Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky ApplicationApplications"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigatinginvestigating , defending defending, or preparing to defend any such action, proceeding or claim; , provided, however, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.Application

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds Distributor, its several officers and directorsgeneral partners, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectus or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directorsgeneral partners, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds or otherwise approved by and with respect to Distributor or its affiliates specifically for inclusion therein. A Portfolio The Fund shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors directors of the Fund who are neither "interested partiespersons" of the Fund (as defined in the 0000 1940 Xxx) nor xxr parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio Fund shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio Fund shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, -------------------- agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, claims damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio each portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds Distributor, its several officers directors and directorsofficers, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectus or in any application or other document executed by or on behalf of a Portfoliothe Trust in respect of the Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Trust in respect of the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers directors and directorsofficers, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that neither the Trust nor the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Trust in respect of the Fund in reliance upon and in conformity with written information furnished to the Fund Trust by or on behalf of Funds or otherwise approved by and with respect to Distributor or its affiliates specifically for inclusion therein. A Portfolio Neither the Trust nor the Fund shall not be obligated to indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors trustees of the Fund Trust who are neither "interested partiespersons" of the Fund Trust (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio Fund shall advance reasonable attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio Fund shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors trustees of the Fund Trust (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectus or in any application or other document executed by or on behalf of a the Portfolio, or arise out of or based upon, information furnished by or on behalf of a the Portfolio, filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- the Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A The Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx1940 Act) nor parties to the proceeding, or by an independent legal counsel in cxxxxxx xn a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds Distributor, its several officers directors and directorsofficers, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectus or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers directors and directorsofficers, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds or otherwise approved by and with respect to Distributor or its affiliates specifically for inclusion therein. A Portfolio The Fund shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors directors of the Fund who are neither "interested partiespersons" of the Fund (as defined in the 0000 1940 Xxx) nor xxr parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the each Portfolio, agrees -------------------- that the each Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, claims damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directorstrustees, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors trustees of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors trustees of the Fund (( or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio each portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, Fund agrees -------------------- that the Portfolio will indemnify, defend to indemnify and hold harmless Funds Distributor[ ], its several officers and the directors, officers, partners, employees and any person agents of [ ] and each person, if any, who (i) controls Funds Distributor [ ] within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with [ ] (a “[ ] Affiliate”) from and against any and all losses, claims, damages or liabilities, joint expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or severalproceeding between any of the indemnified parties and the Fund or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any of them [ ], or any such person, may become subject under the 1933 Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based uponbased, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement to the Prospectuses Registration Statement or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfoliothe Prospectus, filed in any state in order or required to sell the Shares be filed under the securities or blue sky laws thereof Securities Act, ("Blue Sky Application"), or arise out of, or are based upon, ii) the omission or alleged omission to state therein in the Registration Statement, or any amendment or supplement to the Registration Statement or the Prospectus filed or required to be filed under the Securities Act, a material fact required to be stated therein in it or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within (in the meaning of Section 15 case of the 1933 ActProspectus or any amendment or supplement to the Prospectus, for in the light of the circumstances under which they were made) not misleading or (iii) any legal or other expenses reasonably incurred material breach by the Fund of any of them its representations, warranties and agreements contained in investigating, defending or preparing to defend any such action, proceeding or claimthis Agreement; provided, however, provided that neither the Fund nor any -------- ------- Portfolio these indemnity provision contained in this Section 9(a) shall be liable in any case not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or liability arises out of, indirectly by an untrue statement or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or reliance on behalf of the Fund in reliance upon and in conformity with written information relating to [ ] and furnished in writing to the Fund by or on behalf of Funds Distributor specifically [ ] expressly stating that such information is intended for inclusion therein. A Portfolio in any document described in clauses (i) or (ii) of this Section 9(a) above; provided, however, that the indemnity provision contained in this Section 9(a) shall not indemnify inure to the benefit of [ ] or any [ ] Affiliate with respect to any person pursuant to this subsection 3 unless the court asserting such loss, expense, liability, damage or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit claim which is the subject thereof if the Prospectus or amendment or supplement thereto prepared with the consent of a claim for indemnification pursuant [ ] and furnished to this subsection 3[ ], so long as: (i) such person shall undertake prior to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum [ ] providing written confirmation of the disinterested, non-party Directors sale of the Fund (Shares to such person, corrected any such alleged untrue statement or an independent legal counsel in omission and if [ ] failed to send or give a copy of the Prospectus or amendment or supplement thereto to the broker placing the order with [ ] at or prior to providing written opinion) shall determine based on a review confirmation of readily available facts (as opposed the sale of the Shares to a full trial-type inquiry) that there is reason to believe that such person ultimately person; This indemnity agreement will be found entitled in addition to indemnification hereunder. The obligations of any liability that the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the PortfolioFund might otherwise have.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds Distributor, its several officers directors and directorsofficers, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectus or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers directors and directorsofficers, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds or otherwise approved by and with respect to Distributor or its affiliates specifically for inclusion therein. A Portfolio The Fund shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors trustees of the Fund who are neither "interested partiespersons" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio Fund shall advance reasonable attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio Fund shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors trustees of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectus or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by by, or on behalf of Funds of, and with respect to, the Distributor specifically for inclusion therein. A Portfolio The Fund shall not indemnify any person pursuant to this subsection 3 Section 4.3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested partiespersons" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio Fund shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3Section 4.3, so long asas such person shall: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio Fund shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, disinterested non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds and with respect to the Distributor specifically for inclusion therein. A Portfolio The Fund shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested partiespersons" of the Fund (as defined in the 0000 Xxx1940 Act) nor parties to the proceeding, or by an independent legal counsel xxxxx xxunsel in a written opinion. The Portfolio Fund shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long asas such person shall: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio Series shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund(a) Whether or not the transactions contemplated hereby are consummated, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend Fund shall indemnify and hold harmless Funds Distributorthe Administrative Agent-Related Persons (including the Arranger and its Affiliates), and each Bank and each of its several officers and respective officers, directors, employees, counsel, agents and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Actattorneys-in-fact (each, an "INDEMNIFIED PERSON"), harmless from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or liabilitiesnature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, joint resignation or severalreplacement of the Administrative Agent or replacement of any Bank) be imposed on, to which incurred by or asserted against any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or Person in any application way relating to or other arising out of this Agreement or any document executed contemplated by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order referred to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertakingherein, or the Portfolio shall be insured against losses arising by reason transactions contemplated hereby, including the use of any lawful advancesthe Commitments or the use of the proceeds of the Loans, or a majority of a quorum any action taken or omitted by any such Person under or in connection with any of the disinterestedforegoing, non-party Directors including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED that the Fund (shall not have an Obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or an independent legal counsel in written opinion) shall determine based on a review willful misconduct of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunderIndemnified Person. The obligations agreements in this Section shall survive payment of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolioall other Obligations.

Fund Indemnification. The Fund, on behalf of the each Portfolio, agrees -------------------- that the each Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors trustees of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the each Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors trustees of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the each Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the each Portfolio, agrees -------------------- --------------------- that the each Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, claims damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio each portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-non- party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds the Distributor, its several officers and directors, and any person who controls Funds the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds and with respect to the Distributor specifically for inclusion therein. A Portfolio The Fund shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested partiespersons" of the Fund (as defined in the 0000 Xxx1940 Act) nor parties to the proceeding, or by an independent legal counsel legxx xxxxxel in a written opinion. The Portfolio Fund shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long asas such person shall: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio Series shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the each Portfolio, agrees -------------------- that the each Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 1000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the each Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the each Portfolio, agrees -------------------- that the each Portfolio will indemnify, defend and hold harmless Funds DistributorLongrow Securities, its several officers and directors, and any person who controls Funds Distributor Longrow Securities within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act Act, the 1940 Act, other securities laws, or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectuses, the sales literature or other promotional material of the Fund or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of, or are based upon any breach of or failure to perform any obligation of the Fund under the Participation Agreement of even date and will reimburse Funds DistributorLongrow Securities, its several officers and directors, and any person who controls Funds Distributor Longrow Securities within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor Longrow Securities specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 1000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the each Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the each Portfolio, agrees -------------------- that the each Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, claims damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Each Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors directors of the Fund (( or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio each portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the each Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directorstrustees, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a the Portfolio, or arise out of or based upon, information furnished by or on behalf of a the Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directorstrustees, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- the Portfolio shall be -------- ------- liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A The Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors trustees of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors trustees of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directorstrustees, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement statements or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directorstrustees, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, howeverPROVIDED, HOWEVER, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and an in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors Trustees of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors Trustees of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and not several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement statements or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based base upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, howeverPROVIDED, HOWEVER, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and an in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and not several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio Fund will indemnify, defend and hold harmless Funds Distributor, its several officers directors and directorsofficers, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses Prospectus, if any, is authorized by the Fund, or in any application or other document executed by or on behalf of a Portfoliothe Fund, or arise out of of, or are based upon, information furnished by or on behalf of a Portfolio, the Fund filed in any state in order to sell qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers directors and directorsofficers, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds or otherwise approved by and with respect to Distributor or its affiliates specifically for inclusion therein. A Portfolio The Fund shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors directors of the Fund who are neither "interested partiespersons" of the Fund (as defined in the 0000 Xxx1940 Act) nor parties to the proceedingproceexxxx, or xx by an independent legal counsel in a written opinion. The Portfolio Fund shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio Fund shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.

Fund Indemnification. The Fund, on behalf of the Portfolio, agrees -------------------- that the Portfolio will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of a Portfolio, or arise out of or based upon, information furnished by or on behalf of a Portfolio, filed in any state in order to sell the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that neither the Fund nor any -------- ------- Portfolio shall be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of Funds Distributor specifically for inclusion therein. A Portfolio shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of Directors of the Fund who are neither "interested parties" of the Fund (as defined in the 0000 Xxx) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Portfolio shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he or she is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Portfolio shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. The obligations of the Portfolio under this subsection 3 shall be the several (and not joint or joint and several) obligation of the Portfolio.