Common use of Indemnification by the Advisor Clause in Contracts

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx) of the Trust, the Distributor or the Company (collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their its trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx) of the Trust, the Distributor or the Company (collectively, the "Indemnified PartiesINDEMNIFIED PARTIES" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor, which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof. 8.4(b) The Advisor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Trust, the Contracts or the Company, whichever is applicable. 8.4(c) The Advisor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Advisor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Advisor of any such claim shall not relieve the Advisor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Advisor will be entitled to participate, at is own expense, in the defense thereof. The Advisor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Advisor to such party of the Advisor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Advisor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. If the Advisor assumes the defense or representation of an Indemnified Party, the Advisor shall not consent or agree to any settlement without the prior approval of the Indemnified Party.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their its trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx) of the Trust, the Distributor or the Company (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor, which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's ’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's ’s registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a8.4(a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx) of the Trust, the Distributor or the Company (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's ’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's ’s registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof. 8.4(b) The Advisor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Trust, the Contracts or the Company, whichever is applicable. 8.4(c) The Advisor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Advisor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Advisor of any such claim shall not relieve the Advisor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Advisor will be entitled to participate, at is own expense, in the defense thereof. The Advisor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Advisor to such party of the Advisor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Advisor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. If the Advisor assumes the defense or representation of an Indemnified Party, the Advisor shall not consent or agree to any settlement without the prior approval of the Indemnified Party. 8.4(d) An Indemnified Party agrees promptly to notify the Advisor of the commencement of any litigation or proceedings against it or any of its respective officers, trustees or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, its directors, officers, employeesemployees and agents and each person, and agentsif any, and any affiliated person (as defined in who controls the Company within the meaning of Section 2(a)(3) 15 of the 0000 Xxx) of the Trust, the Distributor or the Company 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.4Article 5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the AdvisorFund) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the such Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts andLosses: (ia) arise out of or are based upon any untrue statement statements or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of for the Trust Fund (or any amendment or supplement thereto) or in sales literature approved by the Fund (but solely with respect to any statements regarding the Fund), (collectively, "Fund Documents" for the purposes of the foregoingthis Article 5), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Advisor or the Fund by or on behalf of the Indemnified Parties Company for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) Fund Documents or otherwise for use in connection with the sale of the Contracts or Trust sharesShares; or (iib) arise out of or as a result of any statement from statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereofand accurately derived from Company Documents) or wrongful conduct of the Advisor, Advisor or the affiliatesFund or persons under its control, employees, or agents of the Advisor with respect to the sale or distribution acquisition of the Contracts or Trust sharesShares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Fund or the Advisor; or (ivd) arise as a out of or result of from any material failure by the Fund or Advisor to provide the services and or furnish the materials required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Fund or Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company thx Xxxxxxy (collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to shall indemnify and hold harmless the TrustCompany, the Distributor and its directors and officers and each person, if any, who controls the Company and each within the meaning of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) 15 of the 0000 Xxx) of the Trust, the Distributor or the Company 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the AdvisorFund) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition operations of the Trust's shares or the Contracts Fund and: (i) arise out of or are based upon any untrue statement state-ments or alleged untrue statement statements of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of for the Trust Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Advisor Advisor, Distributor or the Fund by or on behalf of the Indemnified Parties Company for use in the registration statement or prospectus for the Trust Fund or in the sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or Fund shares;or (ii) arise out of or as a result of any statement are based upon statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus or sales literature or other promotional material for of the Trust or the Contracts Variable Insurance Products not supplied by the Advisor Advisor, Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of one or both of the Advisor, Fund or the affiliatesAdvisor or persons under its control, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust Fund shares; or or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statementa Registration Statement, prospectus, or sales literatureliterature of the Variable Insurance Products, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the AdvisorFund; or or (iv) arise as a out of or result of from any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, failure to comply with the diversification diversifica-tion requirements specified in Article VI II of this Agreement); or or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the AdvisorFund; as limited by and in accordance with the provisions of Sections 8.4(b7.2(b) and 8.4(c7.2(c) hereof. 7.2 (b) The Advisor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, Distributor or each Separate Account, whichever is applicable.

Indemnification by the Advisor. (a8.4(a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 1000 Xxx) of the Trust, the Distributor or the Company (collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's ’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof. 8.4(b) The Advisor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Trust, the Contracts or the Company, whichever is applicable. 8.4(c) The Advisor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Advisor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Advisor of any such claim shall not relieve the Advisor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Advisor will be entitled to participate, at is own expense, in the defense thereof. The Advisor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Advisor to such party of the Advisor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Advisor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. If the Advisor assumes the defense or representation of an Indemnified Party, the Advisor shall not consent or agree to any settlement without the prior approval of the Indemnified Party. 8.4(d) An Indemnified Party agrees promptly to notify the Advisor of the commencement of any litigation or proceedings against it or any of its respective officers, trustees or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their its trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company (collectively, the "Indemnified PartiesINDEMNIFIED PARTIES" for purposes xxxxxxxs of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor, which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof. 8.4(b) The Advisor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Trust, the Contracts or the Company, whichever is applicable. 8.4(c) The Advisor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Advisor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Advisor of any such claim shall not relieve the Advisor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Advisor will be entitled to participate, at is own expense, in the defense thereof. The Advisor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Advisor to such party of the Advisor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Advisor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. If the Advisor assumes the defense or representation of an Indemnified Party, the Advisor shall not consent or agree to any settlement without the prior approval of the Indemnified Party.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company Xxxxxxx (collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor Distributor agrees to indemnify and hold harmless the Trust, the Distributor FGWL&A and the Company Schwab and each of their trustees, directors, respective directors and officers, employeesthe Contract owners, and agentseach person, and any affiliated person (as defined in if any, who controls FGWL&A or Schwab within the meaning of Section 2(a)(3) 15 of the 0000 Xxx) of the Trust, the Distributor or the Company 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.48.5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) Loss to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as as-such losses, claims, damages, liabilities or litigation expenses are Loss is related to the sale or acquisition of the TrustFund's shares or the Contracts and: (i) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing)Fund materials, or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Advisor Fund, Distributor or Adviser by or on behalf of the Indemnified Parties FGWL&A or Schwab for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) Fund materials or otherwise for use in connection with the sale of the Contracts or Trust Fund shares; or (ii) arise arises out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts Fund materials not supplied by the Advisor Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the AdvisorFund, the Distributor or the affiliatesAdviser or persons under their control, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise arises out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement theretoContract materials, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to FGWL&A or Schwab by or on behalf of the AdvisorFund, Distributor or Adviser; or (iv) arise arises as a result of any material failure by the Advisor Fund, Distributor or Adviser to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise arises out of or result from any material breach of any representation and/or warranty made by the Advisor Fund, Distributor or Adviser in this Agreement or arise arises out of or result results from any other material breach of this Agreement by the AdvisorFund, Distributor or Adviser; or (vi) arises out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 8.4(b8.5(b) and 8.4(c8.5(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their its trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company (collectively, the "Indemnified PartiesXXXXXXXXIED PARTIES" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor, which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor Distributor, and the Company and each of their trustees, directors, officers, employees, employees and agents, agents and any "affiliated person person" (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company Xxxxxxx (collectively, the "Indemnified Parties" for purposes of this Section Article 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) Losses to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses Losses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statement of any material fact provided by the Advisor and contained in the a registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement from statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts (or any amendments or supplements to any of the foregoing) not supplied by the Advisor or any employees or agents thereofpersons under its control) or wrongful conduct of the Advisor, Advisor or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, literature or any amendment thereof or supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company Xxxxxxx (collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their its trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company (collectively, the "Indemnified PartiesINXXXXXXXXD PARTIES" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor, which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a7.2(a) The Advisor agrees to shall indemnify and hold harmless the TrustCompany, the Distributor and its directors and officers and each person, if any, who controls the Company and each within the meaning of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) 15 of the 0000 Xxx) of the Trust, the Distributor or the Company 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the AdvisorFund) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition operations of the Trust's shares or the Contracts Fund and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of for the Trust Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Advisor Advisor, Distributor or the Fund by or on behalf of the Indemnified Parties Company for use in the registration statement or prospectus for the Trust Fund or in the sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; orFund shares;or (ii) arise out of or as a result of any statement are based upon statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus or sales literature or other promotional material for of the Trust or the Contracts Variable Insurance Products not supplied by the Advisor Advisor, Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of one or both of the Advisor, Fund or the affiliatesAdvisor or persons under its control, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statementa Registration Statement, prospectus, or sales literatureliterature of the Variable Insurance Products, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the AdvisorFund; or (iv) arise as a out of or result of from any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, failure to comply with the diversification requirements specified in Article VI II of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the AdvisorFund; as limited by and in accordance with the provisions of Sections 8.4(b7.2(b) and 8.4(c7.2(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company xxx Xxxxany (collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their its trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx) of the Trust, the Distributor or the Company (collectively, the "Indemnified PartiesINDEMNIFIED PARTIES" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor, which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx) of the Trust, the Distributor or the Company (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's ’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's ’s registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

Indemnification by the Advisor. (a) The Advisor agrees to indemnify and hold harmless the Trust, the Distributor and the Company and each of their its trustees, directors, officers, employees, and agents, and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx1940 Act) of the Trust, the Distributor or the Company (collectivelycollxxxxxxxx, the "Indemnified PartiesINDEMNIFIED PARTIES" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisor, which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Advisor and contained in the registration statement or prospectus or sales literature or other promotional material of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Advisor required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisor by or on behalf of the Indemnified Parties for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material for the Trust or the Contracts not supplied by the Advisor or any employees or agents thereof) or wrongful conduct of the Advisor, or the affiliates, employees, or agents of the Advisor with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Trust's registration statement, prospectus, or sales literature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished by or on behalf of the Advisor; or (iv) arise as a result of any material failure by the Advisor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Advisor in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisor; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.