Common use of Indemnification by the Companies Clause in Contracts

Indemnification by the Companies. Each Company shall indemnify and hold harmless the Fund, the Adviser and the Distributor and each person who controls the Fund, the Adviser or the Distributor within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser by or on behalf of the Company; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. Each Company shall (a) The Companies agree to indemnify and hold harmless the FundTrust, the Adviser and Adviser, the Distributor Distributor, and each person person, if any, who controls or is associated with the FundTrust, the Adviser or the Distributor within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) federal securities laws and any officerdirector, trustee, directorofficer, partner, employee or agent of the foregoingforegoing (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit the Companies) or proceeding or any claim assertedlitigation (including reasonable legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities are related to the sale expenses (or acquisition of the Fund's shares actions in respect thereof) or the Contracts andsettlements: (a1) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts Registration Statement, or contained in the Contracts Prospectus, or sales literature or other promotional material for the Contracts or the Contracts themselves (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 required to be stated therein or necessary to make the such statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall will not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company Companies by the Trust, the Adviser or on behalf of the Fund, Distributor or Adviser for use in the registration statement, prospectus or statement of additional information for the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (b2) arise out of or as a result of statements or representations by or on behalf of the Companies or wrongful conduct of the Companies or persons under each Companies' control, with respect to the sale or distribution of the Contracts or Trust shares; or (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration StatementTrust registration statement, Fund Prospectus prospectus, statement of additional information or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the such statements therein not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Trust by or on behalf of the CompanyCompanies or persons under each Companies' control; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d4) arise as a result of any failure by the Company Companies to provide the services and furnish the materials or to make any payments as required under the terms of this Agreement; or (e5) arise out of any material breach of any representation and/or warranty made by the Company Companies in this Agreement or arise out of or result from any other material breach by the Companies of this Agreement; except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification will be in addition to any liability that the Company Companies otherwise may otherwise have; provided, however, that no . (b) No party shall will be entitled to indemnification if under Section 8.1(a) to the extent such loss, claim, damage damage, liability or liability litigation is due to the wilful willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of duty its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties promptly will notify the Companies of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Trust shares or the Contracts or the operation of the Trust.

Indemnification by the Companies. Each Company shall (a) The Companies agree to indemnify and hold harmless the Fund, the Adviser and the Distributor Fund and each person of its directors and officers and each person, if any, who controls the Fund, the Adviser or the Distributor Fund within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 7.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement ofthe Companies, any action, suit which consent will not be unreasonably withheld) or proceeding or any claim assertedlitigation (including legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature Statement or other promotional material prospectus for the Contracts or contained in the Contracts themselves or sales literature for the Contracts (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company Companies by or on behalf of the Fund, Distributor or Adviser Fund for use in the Registration Statement or prospectus for the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Companies, or persons under their control) or wrongful conduct of the Companies or persons under their control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus prospectus, or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Fund by or on behalf of the CompanyCompanies; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (div) arise as a result of any failure by the Company Companies to provide the services and furnish the materials or to make any payments as required under the terms of this Agreement; or (ev) arise out of or result from any material breach of any representation and/or warranty made by the Company Companies in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Companies, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. (b) The Companies shall not be liable under this indemnification will be in addition provision with respect to any liability that the Company losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may otherwise have; provided, however, that no party shall be entitled to indemnification if arise from such loss, claim, damage or liability is due to the wilful 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 duty by obligations or duties under this Agreement or to the Fund, whichever is applicable. (c) The Companies 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 Companies 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 Companies of any such claim shall not relieve the Companies from any liability which they 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 Companies shall be entitled to participate, at their own expense, in the defense of such action. The Companies also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Companies to such party of the Companies' election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Companies will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Indemnified Parties will promptly notify the Companies of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operations of the Fund.

Indemnification by the Companies. Each Company shall of the Companies jointly and -------------------------------- severally agrees to indemnify each of the Holders and hold harmless the Fundtheir respective officers, the Adviser directors, employees, agents, representatives, partners and the Distributor affiliates, and each person or entity, if any, that controls a Holder within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with a Holder, and any underwriter and any person who controls the Fund, the Adviser or the Distributor underwriter within the meaning of such terms under the 1933 Securities Act (but not any Participating Insurance Companies or Qualified Plansan "Indemnitee") and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or damages, actions, liabilities, costs and expenses (including without limitation reasonable attorneys' fees, expenses and disbursements documented in writing), joint or several (including any investigativeseveral, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise arising out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (Statement or any amendment or supplement to any of the foregoing)prospectus contained therein, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 therein, in light of the circumstances in under which they were made, if not misleading, except insofar as and to the extent that such statement or omission arose out of or was based upon information regarding the Indemnitee or its plan of distribution which was furnished to the Companies in writing by the Indemnitee for use therein, provided, further that the Companies shall not be liable to any person who participates as an underwriter in the offering or sale of Registered Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, final prospectus, amendment or supplement in reliance upon and in conformity with information furnished in writing to the Fund, Companies for use in connection with the Distributor Registration Statement or the Adviser prospectus contained therein by such Indemnitee or on behalf (ii) such Indemnitee's failure to send or give a copy of the Company; or (c) arise out of prospectus, amendment or are based upon any wrongful conduct supplement furnished to it by the Companies at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such prospectus, amendment or supplement. The obligations of the Company or persons Companies under its control (or subject to its authorization) with respect this Section 4 shall survive the completion of any offering of Registered Securities pursuant to the sale or distribution of Registration Statement and shall survive the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company termination of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. Each Company shall of the Companies agrees, jointly and severally, to indemnify and hold harmless the Fund, the Adviser and the Distributor PaineWebber Parties and each person person, if any, who controls the Fund, the Adviser or the Distributor PaineWebber Parties within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) Securities Act, and any director, officer, trustee, director, employee or agent of the foregoingaffiliate thereof, as follows: (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or several (including any investigativedamage and expense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Contracts any Resale Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves Statement (or any amendment or supplement thereto), including the information deemed to be part of any Resale Registration Statement pursuant to Rule 430A(b) of the foregoing)1933 Act Regulations, if applicable, or the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise arising out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund any related Resale Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances in under which they were made, if not misleading; provided, however, that the Companies shall not be required under this subsection (i) to indemnify the PaineWebber Parties with respect to any loss, liability, claim, damage or expense to the extent such loss, liability, claim, damage or expense arises out of any untrue statement or omission was or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished in writing to the Fund, Companies by the Distributor PaineWebber Parties specifically for inclusion in any Resale Registration Statement or the Adviser by or on behalf of the Company; orany related Resale Prospectus; (cii) arise out of or are based upon against any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; providedall loss, however, that no party shall be entitled to indemnification if such lossliability, claim, damage or liability is due and expense whatsoever, as incurred, to the wilful misfeasanceextent of the aggregate amount paid in settlement of any litigation or of any investigation or proceeding by any governmental agency or body, bad faithcommenced or threatened, gross negligence or reckless disregard of duty any claim whatsoever for which indemnification is provided under subsection (i) above, if such settlement is effective with the written consent of the Companies; and (iii) against any and all expense whatsoever (including, without limitation, the fees and other charges of counsel chosen by PaineWebber) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceedings by any governmental agency or body, commenced or threatened, or any claim whatsoever for which indemnification is provided under subsection (i) above, to the party seeking indemnificationextent that any such expense is not paid under subsection (i) or (ii) above.

Indemnification by the Companies. Each Company shall 7.1(a) The Companies agree to indemnify and hold harmless the Fund, the Adviser Fund and the Distributor Underwriter and each person of its trustees/directors and officers, and each person, if any, who controls the Fund, the Adviser Fund or the Distributor Underwriter within the meaning of such terms under Section 15 of the 1933 Act or who is under common control with the Underwriter (but not any Participating Insurance Companies or Qualified Planscollectively, the “Indemnified Parties” for purposes of this Section 7.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit the Companies) or proceeding or any claim assertedlitigation (including legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities are related to the sale expenses (or acquisition of the Fund's shares actions in respect thereof) or the Contracts andsettlements: (ai) arise out of or are based upon any untrue statement or alleged untrue statement statements of any material fact contained in the Contracts Registration Statementregistration statement, Contracts Prospectusprospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), sales literature or other promotional material SAI for the Contracts or contained in the Contracts themselves or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company Companies by or on behalf of the Fund, Distributor or Adviser Fund for use in the registration statement, prospectus or SAI for the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts contracts or Fund shares; or (bii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Companies or persons under their control) or wrongful conduct of the Companies or their agents or persons under the Companies’ authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statementa registration statement, Fund Prospectus prospectus, SAI, or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Fund by or on behalf of the CompanyCompanies; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (div) arise as a result of any material failure by the Company Companies 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 make any payments as required under comply with the qualification requirements specified in Section 2.6 of this Agreement); or (ev) arise out of or result from any material breach of any representation and/or warranty made by the Company Companies in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationCompanies; as limited by and in accordance with the provisions of Section 7.1(b) and 7.1(c) hereof.

Indemnification by the Companies. 8.1(a) Each Company shall agrees to indemnify and hold harmless the Fund, the Adviser Fund and the Distributor Underwriter and each person of their officers and directors and each person, if any, who controls the Fund, the Adviser Fund or the Distributor Underwriter within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit said Company) or proceeding or any claim assertedlitigation (including legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts Registration Statement, prospectus, or statement of additional information ("SAI") for the Contracts Prospectus, or contained in the Contracts or sales literature or other promotional material for the Contracts or the Contracts themselves (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the said Company by or on behalf of the Fund, Distributor or Adviser Fund for use in the Contracts Registration Statement, prospectus or SAI for the Contracts Prospectus or in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature or other promotional material of the Fund not supplied by either Company or persons under its control) or wrongful conduct of either Company or persons under its authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund a Registration Statement, Fund Prospectus prospectus, SAI, or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Fund by or on behalf of the either Company; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (div) arise as a result of any material failure by the either Company 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 make any payments as required under comply with the qualification requirements specified in Article VI of this Agreement); or (ev) arise out of or result from any material breach of any representation and/or warranty made by the either Company in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be Agreement by either Company, as limited by and in addition to any liability that accordance with the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard provisions of duty by the party seeking indemnificationSections 8.1(b) and 8.1(c) hereof.

Indemnification by the Companies. Each Company shall indemnify and hold harmless the Fund, the Adviser and the Distributor and each person who controls the Fund, Fund or the Adviser or the Distributor within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that such Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Contract's Registration Statement, Contracts Contract's Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the such Company by or on behalf of the Fund, Distributor Fund or Adviser for use in the Contracts Contract's Registration Statement, Contracts Contract's Prospectus or in the Contracts Contract's or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor Fund or the Adviser by or on behalf of the such Company; or (c) arise out of or are based upon any wrongful conduct of the such Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the such Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the such Company of this Agreement. This indemnification will be in addition to any liability that the Company Companies may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. Each Company 9.1 (a) The Companies shall indemnify and hold harmless the Fund, the Adviser Trust and the Distributor Underwriter and each person of the Trustees, directors of the Underwriter, officers, employees or agents of the Trust or the Underwriter and each person, if any, who controls the Fund, the Adviser Trust or the Distributor Underwriter within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 9.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit the Companies which consent may not be unreasonably withheld) or proceeding or any claim assertedlitigation (including reasonable legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the FundTrust's shares or the Contracts or the performance by the parties of their obligations hereunder and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts a Registration Statement, Contracts Prospectus, sales literature Prospectus or other promotional material Statement of Additional Information for the Contracts or contained in the Contracts themselves or sales literature for the Contracts (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company Companies by or on behalf of the Fund, Distributor or Adviser Trust for use in the Contracts Registration Statement, Prospectus or Statement of Additional Information for the Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (bii) arise out of or as a result of written statements or representations (other than statements or representations contained in the Trust's Registration Statement or Prospectus, or in sales literature for Trust shares not supplied by the Companies, or persons under its control) or wrongful conduct of the Companies or persons under its control, 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 Fund a Registration Statement, Fund Prospectus Prospectus, or sales literature or other promotional material of the Fund (Trust or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor Trust or the Adviser Underwriter by or on behalf of the CompanyCompanies; or (civ) arise out of or are based upon result from any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result breach of any failure representation and/or warranty made by the Company to provide the services and furnish the materials Companies in this Agreement or to make any payments as required under this Agreement; or (e) arise out of or result from any material other breach of this Agreement by the Company Companies, as limited by and in accordance with the provisions of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationSections 9.1(b) and 9.1(c) hereof.

Indemnification by the Companies. Each Company shall The Companies agree to indemnify and hold harmless the Fundeach Shareholder, the Adviser its officers, directors, employees, managers, members, partners and the Distributor agents, and each person Person, if any, who controls the Fund, the Adviser or the Distributor any such Persons within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent Section 15 of the foregoing, Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities and expenses (including any investigative, legal reasonable expenses of investigation and other expenses reasonably incurred in connection with, reasonable attorneys’ fees and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: expenses) (a“Damages”) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company caused by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement relating to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Fund Registration Statement, Fund Prospectus Registrable Securities (as amended or sales literature supplemented if the Company shall have furnished any amendments or other promotional material of the Fund (supplements thereto) or any amendment preliminary prospectus, or supplement caused by or relating to any of the foregoing), or 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 in light or caused by or related to any violation or alleged violation of the circumstances in which they were madeSecurities Act or Exchange Act, if except insofar as such Damages are caused by or related to any such untrue statement or omission was or alleged untrue statement or omission so made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Company by such Shareholder or on such Shareholder’s behalf of the Company; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) expressly for use therein, provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company Registrable Securities concerned to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability such Person if it is determined that the Company has provided such prospectus to such Shareholder and it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may otherwise have; providedbe) and such current copy of the prospectus (or such amended or supplemented prospectus, however, that no party shall be entitled as the case may be) would have cured the defect giving rise to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationDamages.

Indemnification by the Companies. Each Company shall of the Companies agrees, jointly and severally, to indemnify and hold harmless the Fund, the Adviser and the Distributor Xxxxxxx Xxxxx Parties and each person person, if any, who controls the Fund, the Adviser or the Distributor Xxxxxxx Xxxxx Parties within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) Securities Act, and any director, officer, trustee, director, employee or agent of the foregoingaffiliate thereof, as follows: (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or several (including any investigativedamage and expense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Contracts any Resale Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves Statement (or any amendment or supplement thereto), including the information deemed to be part of any Resale Registration Statement pursuant to Rule 430A(b) of the foregoing)1933 Act Regulations, if applicable, or the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise arising out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund any related Resale Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances in under which they were made, if not misleading; provided, however, that the Companies shall not be required under this subsection (i) to indemnify the Xxxxxxx Xxxxx Parties with respect to any loss, liability, claim, damage or expense to the extent such loss, liability, claim, damage or expense arises out of any untrue statement or omission was or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished in writing to the Fund, Companies by the Distributor Xxxxxxx Xxxxx Parties specifically for inclusion in any Resale Registration Statement or the Adviser by or on behalf of the Company; orany related Resale Prospectus; (cii) arise out of or are based upon against any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; providedall loss, however, that no party shall be entitled to indemnification if such lossliability, claim, damage or liability is due and expense whatsoever, as incurred, to the wilful misfeasanceextent of the aggregate amount paid in settlement of any litigation or of any investigation or proceeding by any governmental agency or body, bad faithcommenced or threatened, gross negligence or reckless disregard of duty any claim whatsoever for which indemnification is provided under subsection (i) above, if such settlement is effective with the written consent of the Companies; and (iii) against any and all expense whatsoever (including, without limitation, the fees and other charges of counsel chosen by you) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceedings by any governmental agency or body, commenced or threatened, or any claim whatsoever for which indemnification is provided under subsection (i) above, to the party seeking indemnificationextent that any such expense is not paid under subsection (i) or (ii) above.

Indemnification by the Companies. Each Company shall The Companies agree to indemnify and hold harmless the Fundeach Management Shareholder, the Adviser solely in its capacity as a selling shareholder, from and the Distributor and each person who controls the Fund, the Adviser or the Distributor within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities and expenses (including any investigative, legal reasonable expenses of investigation and other expenses reasonably incurred in connection with, reasonable attorneys’ fees and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: expenses) (a“Damages”) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company caused by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement relating to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Fund Registration Statement, Fund Prospectus Registrable Securities (as amended or sales literature supplemented if the Company shall have furnished any amendments or other promotional material of the Fund (supplements thereto) or any amendment preliminary prospectus, or supplement caused by or relating to any of the foregoing), or 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 in light or caused by or related to any violation or alleged violation of the circumstances in which they were madeSecurities Act or Exchange Act, if except insofar as such Damages are caused by or related to any such untrue statement or omission was or alleged untrue statement or omission so made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Company by such Management Shareholder or on behalf of the Company; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under such Management Shareholder’s behalf, solely in its control (or subject to its authorization) capacity as a selling shareholder, expressly for use therein, provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company Registrable Securities concerned to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability such Person if it is determined that the Company has provided such prospectus to such Management Shareholder and it was the responsibility of such Management Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may otherwise have; providedbe) and such current copy of the prospectus (or such amended or supplemented prospectus, however, that no party shall be entitled as the case may be) would have cured the defect giving rise to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationDamages.

Indemnification by the Companies. Each Company shall agrees to indemnify and hold harmless the Fund, the Adviser Trust and the Distributor and each person member of their Boards and each of their officers, employees and agents and each person, if any, who controls the Fund, the Adviser Trust or the Distributor within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the “Indemnified Parties” for purposes of this Section 12.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company the Company) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted“Losses”), to which they or any of them the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts andLosses: (a) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature a registration statement prospectus or other promotional material profile (if any) for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively “Company Documents” for the purposes of this Article 12), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity shall not apply as to: (i) the Trust or any of its Indemnified Parties if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with was accurately derived from written information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser Trust for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) Company Documents or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) the Distributor or any of its Indemnified Parties if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Distributor for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 12.2(a)) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents as defined in Section 12.2(a) or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished in writing to the Fund, Trust or the Distributor or the Adviser by or on behalf of the Company; or (cd) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of from any failure by the Company to provide the services and furnish the materials or to make any payments as required perform its obligations under this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Company or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. (a) Each Company shall agrees to indemnify and hold harmless the Fund, the Adviser Fund and the Distributor Adviser, each member of their Board of Trustees or Board of Directors, each of their officers, employees and agents, and each person person, if any, who controls the Fund, the Adviser or the Distributor Fund within the Final 10/07 meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the “Indemnified Parties” for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company such Company) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, fine, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith (collectively, any action, suit or proceeding or any claim asserted“Losses”)), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's ’s shares or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Contracts Registration Statement, Contracts Prospectus, or contained in sales literature or other promotional material for the Contracts or the Contracts themselves (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the such Company by or on behalf of the Fund, Distributor Fund or the Adviser for use in the Contracts Registration Statementregistration statement, Contracts Prospectus prospectus or in SAI for the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations by or on behalf of such Company (other than statements or representations contained in the Fund registration statement, Fund prospectus, SAI, or sales literature or other promotional material of the Fund not supplied by such Company or persons under its control) or wrongful conduct of such Company or persons under its control, with respect to the sale or disposition of the Contracts or Fund shares, provided any such statement or representation or such Final 10/07 wrongful conduct was not made in reliance upon and in conformity with information furnished in writing, via fax or via electronic means, to such Company by or on behalf of the Advisor or the Fund; or (iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing writing, via fax or via electronic means, to the Fund, the Distributor Fund or the Adviser by or on behalf of the Company; ora Company or persons under its control; (civ) arise out of or are based upon result from any wrongful conduct material breach of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; orthis Agreement by such Company; (dv) arise as a out of or result of from any failure by the such Company to provide the services and or furnish the materials or to make any payments as required under the terms of this Agreement; or (evi) arise out of or result from a Contract failing to be considered a life insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the Code thereby depriving the Fund of its compliance with Section 817(h) of the Code, unless such failure is due to the failure of the Fund or any material breach by of the Company other investment companies currently available as funding vehicles for the Contracts to invest the assets of this Agreementany portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification will shall be in addition to any liability that the which such Company may otherwise have; provided. (b) Each Company shall not be liable under this indemnification provision with respect to any losses, howeverclaims, that no party shall damages, liabilities or litigation to which an Indemnified Party would otherwise be entitled to indemnification if such loss, claim, damage or liability is due to the wilful subject by reason of willful misfeasance, bad faith, or Final 10/07 gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of duty by the party seeking indemnificationobligations and duties under this Agreement.

Indemnification by the Companies. Each Company shall The Companies agree to indemnify and hold harmless the Fund, the Adviser and the Distributor Fund and each person of its directors and officers and each person, if any, who controls the Fund, the Adviser or the Distributor Fund within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 7.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement ofthe Companies, any action, suit which consent will not be unreasonably withheld) or proceeding or any claim assertedlitigation (including legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) : arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature Statement or other promotional material prospectus for the Contracts or contained in the Contracts themselves or sales literature for the Contracts (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company Companies by or on behalf of the Fund, Distributor or Adviser Fund for use in the Registration Statement or prospectus for the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or or arise out of or as a result of statements or representations (bother than statements or representations contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Companies, or persons under their control) or wrongful conduct of the Companies or persons under their control, with respect to the sale or distribution of the Contracts or Fund Shares; or arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus prospectus, or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 if such a statement or omission was made in light reliance upon information furnished to the Fund by or on behalf of the circumstances Companies; or arise as a result of any failure by the Companies to provide the services and furnish the materials under the terms of this Agreement; or arise out of or result from any material breach of any representation and/or warranty made by the Companies in this Agreement or arise out of or result from any other material breach of this Agreement by the Companies, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. The Companies 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 or duties under this Agreement or to the Fund, whichever is applicable. The Companies 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 Companies 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 Companies of any such claim shall not relieve the Companies from any liability which they were mademay 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 Companies shall be entitled to participate, at their own expense, in the defense of such action. The Companies also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Companies to such party of the Companies' election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Companies will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Parties will promptly notify the Companies of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operations of the Fund. Indemnification by the Fund and the Adviser The Fund and the Adviser agree to indemnify and hold harmless the Companies and each of their directors and officers and each person, if any, who controls the Companies within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund, which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or sales literature of the 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 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 in writing to the Fund, the Distributor Adviser or the Adviser Fund by or on behalf of the CompanyCompanies for use in the Registration Statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (c) or arise out of or are based upon any as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Adviser or Fund or persons under its control) or wrongful conduct of the Company Fund or Adviser or persons under its control (or subject to its authorization) their control, with respect to the sale or distribution of the Contracts or Fund shares; or (d) or arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus or sales literature covering the Contracts, 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 to the Companies by or on behalf of the Fund; or arise as a result of any failure by the Company Fund 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 make any payments as required under comply with the diversification requirements specified in Article II of this Agreement); or (e) or arise out of or result from any material breach of any representation and/or warranty made by the Company Fund or the Adviser in this Agreement or arise out of or result from any other material breach of this AgreementAgreement by the Fund or the Adviser; as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c) hereof. This The Fund or the Adviser shall not be liable under this indemnification will be in addition provision with respect to any liability that the Company may losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the wilful 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 duty by obligations and duties under this Agreement or to the Companies or Account, whichever is applicable. The Fund and the Adviser 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 Fund and the Adviser 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 Fund and the Adviser of any such claim shall not relieve the Fund and the Adviser from any liability which they 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 Fund and the Adviser will be entitled to participate, at their own expense, in the defense thereof. The Fund and the Adviser also shall be entitled to assume the defense thereof with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund and the Adviser to such party of the Fund's and the Adviser'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 Fund and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. The Companies agree promptly to notify the Fund and the Adviser of the commencement of any litigation or proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification by the Companies. 8.1(a) Each Company shall agrees to indemnify and hold harmless the Fund, the Adviser Fund and the Distributor Underwriter and each person of their officers and directors and each person, if any, who controls the Fund, the Adviser Fund or the Distributor Underwriter within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit said Company) or proceeding or any claim assertedlitigation (including legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts Registration Statement, prospectus, or statement of additional information (ASAI@) for the Contracts Prospectus, or contained in the Contracts or sales literature or other promotional material for the Contracts or the Contracts themselves (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the said Company by or on behalf of the Fund, Distributor or Adviser Fund for use in the Contracts Registration Statement, prospectus or SAI for the Contracts Prospectus or in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature or other promotional material of the Fund not supplied by either Company or persons under its control) or wrongful conduct of either Company or persons under its authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund a Registration Statement, Fund Prospectus prospectus, SAI, or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Fund by or on behalf of the either Company; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (div) arise as a result of any material failure by the either Company 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 make any payments as required under comply with the qualification requirements specified in Article VI of this Agreement); or (ev) arise out of or result from any material breach of any representation and/or warranty made by the either Company in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be Agreement by either Company, as limited by and in addition to any liability that accordance with the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard provisions of duty by the party seeking indemnificationSections 8.1(b) and 8.1(c) hereof.

Indemnification by the Companies. Each Company shall indemnify (a) Subject to the provisions of this Article XII, effective at and after the Closing Date, the Companies shall, jointly and severally, indemnify, defend and hold harmless Cobia and its Affiliates, managers, officers, directors, employees, successors and assigns (the Fund“Cobia Indemnified Parties”) from and against, the Adviser and the Distributor and each person who controls the Fundwithout duplication, the Adviser or the Distributor within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages Losses incurred or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or suffered by any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related the Cobia Indemnified Parties to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise extent arising out of or are based upon relating to (i) any untrue statement or alleged untrue statement breach of any material fact covenant or agreement of the Companies to be performed, in whole or in part, after the Closing Date contained in the Contracts Registration Statement, Contracts Prospectus, sales literature this Agreement or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingii) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser by or on behalf of the Company; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise haveCobia Assumed Liabilities; provided, however, that this Section 12.3(a) shall not provide for any indemnification arising out of or relating to Taxes (which are the subject of Section 12.8). (b) Subject to the provisions of this Article XII, effective at and after the Closing Date, the Companies shall, jointly and severally, indemnify, defend and hold harmless Swordfish and its Affiliates, managers, officers, directors, employees, successors and assigns (the “Swordfish Indemnified Parties”) from and against, without duplication, any and all Losses incurred or suffered by any of the Swordfish Indemnified Parties to the extent arising out of or relating to (i) any inaccuracy or breach of any representation or warranty of the Companies contained in this Agreement or other instruments or documents delivered by the Companies to Swordfish pursuant to this Agreement and (ii) any breach of any covenant or agreement of the Companies contained in this Agreement; provided, however, that this Section 12.3(b) shall not provide for any indemnification arising out of or relating to Taxes (which are the subject of Section 12.8). (c) Notwithstanding any other provision to the contrary in this Agreement, (i) the Companies shall not be required to indemnify, defend or hold harmless any Cobia Indemnified Party against, or reimburse any Cobia Indemnified Party for, any Losses pursuant to Section 12.3(a), to the extent that the aggregate amount of the Losses incurred by all the Cobia Indemnified Parties exceed the Cobia Overall Cap and (ii) the Companies shall not be required to indemnify, defend or hold harmless any Swordfish Indemnified Party against, or reimburse any Swordfish Indemnified Party for, any Losses pursuant to Section 12.3(b), to the extent that the aggregate amount of the Losses incurred by all the Swordfish Indemnified Parties exceed the Swordfish Overall Cap. (d) Notwithstanding any other provision to the contrary in this Agreement, no party claim for indemnification pursuant to Section 12.3(a) or Section 12.3(b) constituting fraud or directly resulting from the willful and material breach of the Companies shall be entitled to indemnification if such loss, claim, damage or liability is due subject to the wilful misfeasanceCobia Overall Cap or Swordfish Overall Cap, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationas applicable.

Indemnification by the Companies. Each Company 8.1 (a) The Companies shall indemnify and hold harmless the Fund, the Adviser Trust and the Distributor Underwriter and each person of the Trustees, directors of the Underwriter, officers, employees or agents of the Trust or the Underwriter and each person, if any, who controls the Fund, the Adviser Trust or the Distributor Underwriter within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit the Companies which consent may not be unreasonably withheld) or proceeding or any claim assertedlitigation (including reasonable legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the FundTrust's shares or the Contracts or the performance by the parties of their obligations hereunder and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts a Registration Statement, Contracts Prospectus, sales literature Prospectus or other promotional material Statement of Additional Information for the Contracts or contained in the Contracts themselves or sales literature for the Contracts (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company Companies by or on behalf of the Fund, Distributor or Adviser Trust for use in the Contracts Registration Statement, Prospectus or Statement of Additional Information for the Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (bii) arise out of or as a result of written statements or representations (other than statements or representations contained in the Trust's Registration Statement or Prospectus, or in sales literature for Trust shares not supplied by the Companies, or persons under its control) or wrongful conduct of the Companies or persons under its control, 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 Fund a Registration Statement, Fund Prospectus Prospectus, or sales literature or other promotional material of the Fund (Trust or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor Trust or the Adviser Underwriter by or on behalf of the CompanyCompanies; or (civ) arise out of or are based upon result from any wrongful conduct breach of any material representation and/or warranty made by the Company Companies in this Agreement or persons arise out of or result from any other material breach of this Agreement by the Companies, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. (b) The Companies shall not be liable under its control (or subject to its authorization) this indemnification provision with respect to the sale any losses, claims, damages, liabilities or distribution of the Contracts litigation incurred or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due assessed against an Indemnified Party to the wilful extent 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 duty obligations or duties under this Agreement or to the Trust, whichever is applicable. 8.1 (c) The Companies 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 Companies 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), on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim but failure to notify the Companies of any such claim shall not relieve the Companies 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 Companies shall be entitled to participate, at each Companies' own expense, in the defense of such action. The Companies also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Companies to such Indemnified Party of the Companies' election to assume the defense thereof the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the party seeking indemnificationCompanies will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1 (d) The Underwriter shall promptly notify the Companies of the commencement of any litigation or proceedings against the Trust or the Underwriter in connection with the issuance or sale of the Trust Shares or the Contracts or the operation of the Trust.

Indemnification by the Companies. Each Company shall indemnify and hold harmless the Fund, the Adviser and the Distributor and each person who controls the Fund, the Adviser or the Distributor within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's ’s shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser by or on behalf of the Company; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. Each Company (a) The Companies shall indemnify and hold harmless (i) each Holder and its Affiliates, with respect to any registration statement filed pursuant to this Agreement, (ii) any underwriter or selling agent selected by the FundHolders or other securities professional, if any, which facilitates the Adviser disposition of the Registrable Securities with respect to such Registrable Securities and the Distributor and (iii) each person who controls the FundHolder or Affiliate thereof or such underwriter, the Adviser selling agent or the Distributor securities professional, including their respective directors and officers of each Holder, and any underwriter or selling agent, within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent Section 15 of the foregoingSecurities Act and Section 20 of the Exchange Act, against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses (each a "Loss" and collectively "Losses"), joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted)several, to which they the Holder or any of them such persons may become subject under any statute or regulation, at common law the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale extent that such Losses (or acquisition of the Fund's shares related actions or the Contracts and: (aproceedings) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingA) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statementa registration statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment amendments or supplement supplements thereto, in which such Registrable Securities are to any of be or were included for registration under the foregoing)Securities Act, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in such Registration Statement, amendment or supplement, not misleading misleading, (B) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus if used prior to the effective date of the registration statement (unless such statement is corrected in the final Prospectus and Pioneer shall have furnished a sufficient number of copies thereof to the Holder in a manner and at a time sufficient to permit delivery of the same to prospective purchasers concurrently with or prior to the sale of the related Registrable Securities), any final Prospectus (as supplemented, if the applicable Company shall have filed with the Commission any supplement thereto) if used during the period in which the Company is required to keep the registration statement to which such Prospectus relates current and otherwise in compliance with Section 10(a) of the Securities Act, or any omission or alleged omission to state a material fact required to be stated or necessary to the make statements in such preliminary Prospectus or final Prospectus, in the light of the circumstances in under which they such statements were made, if such statement not misleading, or omission was made in reliance upon (C) any material violation or alleged material violation of the Securities Act, the Exchange Act, the rules and in conformity with information furnished in writing regulations as promulgated of the Securities Act and the Exchange Act, and state securities laws; provided, however, that the Companies shall have no obligation to provide any indemnification hereunder to the Fund, the Distributor extent any such Losses (or the Adviser by actions or on behalf of the Company; or (cproceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, preliminary Prospectus or final Prospectus, as the case may be, in reliance upon and in conformity with written information furnished to any wrongful conduct Company by a Holder seeking such indemnification or on such Holder's behalf specifically for inclusion in such registration statement. The indemnity provided in this Section 7.1 shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Holder or any such other persons under its control and shall survive the transfer of the Registrable Securities by the Holder or any such other persons. (b) The Companies shall indemnify and hold harmless each Holder against any losses or subject to its authorization) with respect damages incurred by such Holder to the sale extent such loses or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) damages arise out of any material breach by or are based upon the Company failure of this Agreement. This indemnification will a Shelf Registration Statement to be in addition to any liability that the Company may otherwise have; provideddeclared effective on or before June 30, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due 2002 to the wilful misfeasance, bad faith, gross negligence or reckless disregard extent such failure is the result of duty by a breach of the party seeking indemnificationCompanies' covenant contained in Section 4.1 hereof to use their respective best efforts to cause the Shelf Registration Statements to be declared effective.

Indemnification by the Companies. Each Company shall agrees to indemnify and hold harmless the Fund, the Adviser Trust and the Distributor and each person member of their Boards and each of their officers, employees and agents and each person, if any, who controls the Fund, the Adviser Trust or the Distributor within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 12.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company the Company) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted"Losses"), to which they or any of them the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts andLosses: (a) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature a registration statement prospectus or other promotional material profile (if any) for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively "Company Documents" for the purposes of this Article 12), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity shall not apply as to: (i) the Trust or any of its Indemnified Parties if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with was accurately derived from written information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser Trust for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) Company Documents or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) the Distributor or any of its Indemnified Parties if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Distributor for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 12.2(a)) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), Trust Documents as defined in Section 12.2(a) or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished in writing to the Fund, Trust or the Distributor or the Adviser by or on behalf of the Company; or (cd) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of from any failure by the Company to provide the services and furnish the materials or to make any payments as required perform its obligations under this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Company or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. Each Company shall of the Companies agrees to -------------------------------- indemnify the Holders and hold harmless the Fundtheir respective officers, the Adviser directors, employees, agents, representatives and the Distributor affiliates, and each person or entity, if any, that controls the Holders within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with the Holders, and any underwriter and any person who controls the Fund, the Adviser or the Distributor underwriter within the meaning of such terms under the 1933 Securities Act (but not any Participating Insurance Companies or Qualified Plansan "Indemnitee") and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or damages, actions, liabilities, costs and expenses (including without limitation reasonable attorneys' fees, expenses and disbursements documented in writing), joint or several (including any investigativeseveral, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise arising out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Shelf Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (Statement or any amendment or supplement to any of the foregoing)prospectus contained therein, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 therein, in light of the circumstances in under which they were made, if not misleading, except insofar as and to the extent that such statement or omission arose out of or was based upon information regarding the Indemnitee or its plan of distribution which was furnished to the Companies by the Indemnitee in writing for use therein, provided, further that the Companies shall not be liable to any person who participates as an underwriter in the offering or sale or Registrable Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such Shelf Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished in writing to the Fund, Companies for use in connection with the Distributor Shelf Registration Statement or the Adviser prospectus contained therein by such Indemnitee or on behalf (ii) such Indemnitee's failure to send or give a copy of the Company; or (c) arise out of final prospectus furnished to it by the Companies at or are based upon any wrongful conduct prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus. The obligations of the Company or persons Companies under its control (or subject to its authorization) with respect this Section 5 shall survive the completion of any offering of Registrable Shares pursuant to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required Shelf Registration Statement under this Agreement; or (e) arise out of any material breach by Agreement or otherwise and shall survive the Company termination of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. Each Company shall indemnify (a) The Companies agree to Indemnify and hold harmless the Fund, the Adviser, the Underwriter, and each Officer and Director of the Board and Directors and officers of the Adviser and the Distributor Underwriter and each person person, if any, who controls the Fund, the Adviser or the Distributor Underwriter within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit either of the Companies) or proceeding or any claim assertedlitigation (including reasonable legal and other related expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts any Registration Statement, Contracts Prospectus, sales literature Statement or other promotional material prospectus for the Contracts or contained in the Contracts themselves or sales literature for the Contracts prepared by or on behalf of either of the Company (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company Companies by or on behalf of the Fund, Distributor Underwriter or Adviser the Fund for use in any Registration Statement or prospectus for the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Companies, CMFS, or persons under its control) or wrongful conduct of the Companies, CMFS, or persons under the control of either Company or CMFS, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund a Registration Statement, Fund Prospectus prospectus, or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing famished to the Fund, the Distributor or the Adviser Fund by or on behalf of the CompanyCompanies; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (div) arise as a result of any material failure by the Company Companies or CMFS to provide the services and furnish the materials or to make any payments as required under the terms of this Agreementagreement; or (ev) arise out of or result from any material breach of any representation and/or warranty made by the Company Companies or CMFS in this agreement or arise out of or result from any other material breach of this Agreement. This agreement by the Companies or CMFS, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. (b) The Companies shall not be liable under this indemnification will be in addition provision with respect to any liability that the Company losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may otherwise have; provided, however, that no party shall be entitled to indemnification if arise from such loss, claim, damage or liability is due to the wilful 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 duty by obligations or duties under this agreement or to the party seeking indemnificationFund or to the Underwriter or to the Adviser, whichever may be applicable.

Indemnification by the Companies. Each Company shall (a) The Companies agree to indemnify and hold harmless the Fund, the Adviser and the Distributor Fund and each person trustee of the Board and officers and each person, if any, who controls the Fund, the Adviser or the Distributor Fund within the meaning of such terms under Section 15 of the 1933 Act and to indemnify and hold harmless the Underwriter and each director and officer and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit the Companies) or proceeding or any claim assertedlitigation Including legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature Statement or other promotional material prospectus for the Contracts or contained in the Contracts themselves or sales literature for the Contracts (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company Companies by or on behalf of the Fund, Distributor Fund or Adviser the Underwriter for use in the Registration Statement or prospectus for the Contracts Registration Statement, Contracts Prospectus or contained in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Companies or persons under its control) or wrongful conduct of the Companies or persons under its control, with respect to the sale or distribution of the Contracts or Fund share; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund a Registration Statement, Fund Prospectus prospectus or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereof or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Fund by or on behalf of the CompanyCompanies; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (div) arise as a result of any failure by the Company Companies to provide the services and furnish the materials or to make any payments as required under the terms of this Agreement; or (ev) arise out of or result from any material breach of any representation and/or warranty made by the Company Companies in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Companies, as limited by and in accordance with the provisions of Section 8.1(b) and 8.1(c) hereof. (b) The Companies shall not be liable under this indemnification will be in addition provision with respect to any liability that the Company losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may otherwise have; provided, however, that no party shall be entitled to indemnification if arise from such loss, claim, damage or liability is due to the wilful 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 duty by obligations or duties under this Agreement or to the Fund or the Underwriter, whichever is applicable. (c) The Companies 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 Companies 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 or any designated agent), but failure to notify the Companies of any such claim shall not relieve the Companies 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 Companies shall be entitled to participate, at their own expense, in the defense of such action. The Companies also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Companies to such party of the Companies' election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Companies will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Indemnified Parties will promptly notify the Companies of the commencement any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.

Indemnification by the Companies. Each Company shall of the Companies, jointly and severally, shall, without limitation as to time, indemnify and hold harmless the Fund, the Adviser and the Distributor each Holder and each person Participating Broker-Dealer selling Exchange Securities during the Applicable Period, each Person who controls the Fund, the Adviser or the Distributor each such Holder (within the meaning of such terms under Section 15 of the 1933 Securities Act (but not any Participating Insurance Companies or Qualified PlansSection 20(a) of the Exchange Act) and any officerthe officers, trusteedirectors, directorpartners, employee or agent employees, representatives and agents of each such Holder, Participating Broker-Dealer and controlling person, to the foregoingfullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint or several costs (including any investigativeincluding, legal without limitation, reasonable costs of preparation and other reasonable attorneys' fees) and expenses reasonably (including, without limitation, reasonable costs and expenses incurred in connection withwith investigating, and any amounts paid with the written consent of that Company in settlement ofpreparing, any action, suit pursuing or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to defending against any of the foregoing) (collectively, "Losses"), as incurred, directly or otherwise for use indirectly caused by, related to, based upon, arising out of or in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund any Registration Statement, Fund Prospectus or sales literature form of prospectus, or other promotional material of the Fund (or in any amendment or supplement to any of the foregoing)thereto, or the in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances in under which they were made, if not misleading, except insofar as such statement Losses are based upon information relating to such Holder or omission was made in reliance upon Participating Broker-Dealer and in conformity with information furnished in writing to the Fund, the Distributor Company by such Holder or the Adviser by or on behalf of the Company; or (c) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the Company of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise haveParticipating Broker-Dealer expressly for use therein; provided, however, that no party none of the Companies shall be entitled liable to indemnification if such loss, claim, damage or liability is due any Indemnified Party to the wilful misfeasanceextent that any such losses arise solely out of an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Indemnified Party or related holder of a Registrable Security failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Indemnified Party or the related holder of a Registrable Security to the person asserting the claim from which such Losses arise, bad faith(ii) the Prospectus would have corrected such untrue statement or alleged untrue statement or omission or alleged omission, gross negligence and (iii) the Company has complied with its obligations under Section 6(e). Each of the Companies shall also, jointly and severally, indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or reckless disregard Section 20(a) of duty the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer. Notwithstanding any provision hereof to the contrary, the liability of each of TARC and TransTexas pursuant to this Section 8(a) shall be limited to the amount of proceeds of the Offering (as defined in the Purchase Agreement) received directly or indirectly by such corporation, including without limitation pursuant to the transactions contemplated hereby, by the party seeking indemnificationPurchase Agreement or by the Offering Circular (as defined in the Purchase Agreement).

Indemnification by the Companies. (a) Each Company shall agrees to indemnify and hold harmless the Fund, the Adviser Fund and the Distributor Adviser, each member of their Board of Trustees or Board of Directors, each of their officers, employees and agents, and each person person, if any, who controls the Fund, the Adviser or the Distributor Fund within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the “Indemnified Parties” for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company such Company) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, fine, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith (collectively, any action, suit or proceeding or any claim asserted“Losses”)), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's ’s shares or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Contracts Registration Statement, Contracts Prospectus, or contained in sales literature or other promotional material for the Contracts or the Contracts themselves (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the such Company by or on behalf of the Fund, Distributor Fund or the Adviser for use in the Contracts Registration Statementregistration statement, Contracts Prospectus prospectus or in SAI for the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations by or on behalf of such Company (other than statements or representations contained in the Fund registration statement, Fund prospectus, SAI, or sales literature or other promotional material of the Fund not supplied by such Company or persons under its control) or wrongful conduct of such Company or persons under its control, with respect to the sale or disposition of the Contracts or Fund shares, provided any such statement or representation or such wrongful conduct was not made in reliance upon and in conformity with information furnished in writing, via fax or via electronic means, to such Company by or on behalf of the Advisor or the Fund; or (iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing writing, via fax or via electronic means, to the Fund, the Distributor Fund or the Adviser by or on behalf of the Company; ora Company or persons under its control; (civ) arise out of or are based upon result from any wrongful conduct material breach of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; orthis Agreement by such Company; (dv) arise as a out of or result of from any failure by the such Company to provide the services and or furnish the materials or to make any payments as required under the terms of this Agreement; or (evi) arise out of or result from a Contract failing to be considered a life insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the Code thereby depriving the Fund of its compliance with Section 817(h) of the Code, unless such failure is due to the failure of the Fund or any material breach by of the Company other investment companies currently available as funding vehicles for the Contracts to invest the assets of this Agreementany portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification will shall be in addition to any liability that the which such Company may otherwise have; provided. (b) Each Company shall not be liable under this indemnification provision with respect to any losses, howeverclaims, that no party shall damages, liabilities or litigation to which an Indemnified Party would otherwise be entitled to indemnification if such loss, claim, damage or liability is due to the wilful subject by reason of 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 duty by the party seeking indemnificationobligations and duties under this Agreement.

Indemnification by the Companies. (a) Each Company shall agrees to indemnify and hold harmless the Fund, the Adviser Fund and the Distributor Adviser, each member of their Board of Trustees or Board of Directors, each of their officers, employees and agents, and each person person, if any, who controls the Fund, the Adviser or the Distributor Fund within the Final 10/07 meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the “Indemnified Parties” for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company such Company) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, fine, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith (collectively, any action, suit or proceeding or any claim asserted“Losses”)), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's ’s shares or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Contracts Registration Statement, Contracts Prospectus, or contained in sales literature or other promotional material for the Contracts or the Contracts themselves (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the such Company by or on behalf of the Fund, Distributor Fund or the Adviser for use in the Contracts Registration Statementregistration statement, Contracts Prospectus prospectus or in SAI for the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations by or on behalf of such Company (other than statements or representations contained in the Fund registration statement, Fund prospectus, SAI, or sales literature or other promotional material of the Fund not supplied by such Company or persons under its control) or wrongful conduct of such Company or persons under its control, with respect to the sale or disposition of the Contracts or Fund shares, provided any such statement or representation or such Final 10/07 wrongful conduct was not made in reliance upon and in conformity with information furnished in writing, via fax or via electronic means, to such Company by or on behalf of the Advisor or the Fund; or (iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing writing, via fax or via electronic means, to the Fund, the Distributor Fund or the Adviser by or on behalf of the Company; ora Company or persons under its control; (civ) arise out of or are based upon result from any wrongful conduct material breach of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; orthis Agreement by such Company; (dv) arise as a out of or result of from any failure by the such Company to provide the services and or furnish the materials or to make any payments as required under the terms of this Agreement; or (evi) arise out of or result from a Contract failing to be considered a life insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the Code thereby depriving the Fund of its compliance with Section 817(h) of the Code, unless such failure is due to the failure of the Fund or any material breach by of the Company other investment companies currently available as funding vehicles for the Contracts to invest the assets of this Agreementany portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification will shall be in addition to any liability that the which such Company may otherwise have; provided. (b) Each Company shall not be liable under this indemnification provision with respect to any losses, howeverclaims, that no party shall damages, liabilities or litigation to which an Indemnified Party would otherwise be entitled to indemnification if such loss, claim, damage or liability is due to the wilful subject by reason of 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 duty by the party seeking indemnificationobligations and duties under this Agreement.

Indemnification by the Companies. Each Company shall (a) The Companies will indemnify and hold harmless the Fund, the Adviser and the Distributor Trust and each person of its Trustees and Officers and each person, if any, who controls the Fund, the Adviser or the Distributor Trust within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 8.1.) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit one or proceeding both of the Companies) or any claim assertedlitigation (including legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the FundTrust's shares or the Contracts Variable Insurance Products and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, registration statement or prospectus for the Variable Insurance Products or contained in the sales literature or other promotional material for the Contracts or the Contracts themselves Variable Insurance Products (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to one or both of the Company Companies by or on behalf of the Fund, Distributor or Adviser Trust for use in the Contracts Registration Statement, Contracts Prospectus registration statement or prospectus for the Variable Insurance Products or in the Contracts Variable Insurance Products or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts Variable Insurance Products or Fund Trust shares; or or (bii) arise out of or are based upon statements or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature of the Trust not supplied by one or both of the Companies, or persons under their control) or wrongful conduct of one or both of the Companies or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statementa registration statement, Fund Prospectus Prospectus, or sales literature or other promotional material of the Fund (Trust or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor or the Adviser Trust by or on behalf of one or both of the CompanyCompanies; or or (civ) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of from any failure by one or both of the Company Companies to provide the services and furnish the materials or to make any payments as required under contemplated by this Agreement; or or (ev) arise out of or result from any material breach of any representation and/or warranty made by one or both of the Company Companies in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability that Agreement by one or both of the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationCompanies.

Indemnification by the Companies. (a). Each Company shall agrees to indemnify and hold harmless the Fund, the Adviser Fund and the Distributor Adviser, each member of their Board of Trustees or Board of Directors, each of their officers and each person person, if any, who controls the Fund, the Adviser or the Distributor Fund within the meaning of such terms under Section 15 of the 1933 Act (but not any Participating Insurance Companies or Qualified Planscollectively, the "Indemnified Parties" for purposes of this Section 8.1) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of that Company in settlement of, any action, suit the Company) or proceeding or any claim assertedlitigation (including reasonable legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts Registration Statement, Contracts Prospectus, or contained in sales literature or other promotional material for the Contracts or the Contracts themselves (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 required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor Fund or the Adviser for use in the Contracts Registration Statementregistration statement, Contracts Prospectus prospectus or in statement of additional information for the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoingsupplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or as a result of statements or representations by or on behalf of the Company (other than statements or representations contained in the Fund registration statement, Fund prospectus or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares, provided any such statement or representation or such wrongful conduct was not made in reliance upon and in conformity with information furnished in writing, via fax or via electronic means, to the Company by or on behalf of the Advisor or the Fund; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, statement of additional information or sales literature or other promotional material of the Fund (or any amendment thereof or supplement to any of the foregoing), thereto or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing writing, via fax or via electronic means, to the Fund, the Distributor Fund or the Adviser by or on behalf of the CompanyCompany or persons under its control; or (civ) arise out of or are based upon any wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of from any material breach of this Agreement by the Company of this AgreementCompany. except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification will shall be in addition to any liability that which the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. Each Company shall indemnify and hold harmless the Fund, the Adviser and the Distributor and each person who controls the Fund, Fund or the Adviser or the Distributor within the meaning of such terms under the 1933 Act (but not any Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that such Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's ’s shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Contracts Contract’s Registration Statement, Contracts Contract’s Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the such Company by or on behalf of the Fund, Distributor Fund or Adviser for use in the Contracts Contract’s Registration Statement, Contracts Contract’s Prospectus or in the Contracts Contract’s or sales literature or promotional material for the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund, the Distributor Fund or the Adviser by or on behalf of the such Company; or (c) arise out of or are based upon any wrongful conduct of the such Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or (d) arise as a result of any failure by the such Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or (e) arise out of any material breach by the such Company of this Agreement. This indemnification will be in addition to any liability that the Company Companies may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Companies. Each Company shall The Companies agree to indemnify each of the Holders and hold harmless the Fundtheir respective officers, the Adviser directors, employees, agents, representatives and the Distributor affiliates, and each person or entity, if any, that controls a Holder within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with a Holder, and any underwriter and any person who controls the Fund, the Adviser or the Distributor underwriter within the meaning of such terms under the 1933 Securities Act (but not any Participating Insurance Companies or Qualified Plansan "Indemnitee") and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or damages, actions, liabilities, costs and expenses (including without limitation reasonable attorneys' fees, expenses and disbursements documented in writing), joint or several (including any investigativeseveral, legal and other expenses reasonably incurred in connection with, and any amounts paid with the written consent of that Company in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Contracts Registration Statement, Contracts Prospectus, sales literature or other promotional material for the Contracts or the Contracts themselves (Statement or any amendment prospectus contained therein or supplement to any of the foregoing)amendments or supplements thereto, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor or Adviser for use in the Contracts Registration Statement, Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or ii) any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or 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 therein, in light of the circumstances in under which they were made, if not misleading, or (iii) any violation or alleged violation by the REIT or the Operating Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; except insofar as and to the extent that such statement or omission or violation arose out of or was based upon information regarding the Indemnitee or its plan of distribution which was furnished in writing to the Companies by the Indemnitee for use therein; provided, further that the Companies shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished in writing by such underwriter or any other person, if any, who controls such underwriter within the meaning of the Securities Act to the Fund, Companies for use in connection with the Distributor Registration Statement or the Adviser prospectus contained therein by such Indemnitee or on behalf (ii) such Indemnitee's failure to send or give a copy of the Company; or (c) arise out of final prospectus, or are based upon any wrongful conduct amendment or supplement thereto, furnished to it by the Companies at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus, as amended or supplemented. The obligations of the Company or persons Companies under its control (or subject to its authorization) with respect to this Section 5 shall survive the sale or distribution of the Contracts or Fund shares; or (d) arise as a result completion of any failure by the Company offering of Registrable Shares pursuant to provide the services and furnish the materials or to make any payments as required a Registration Statement under this Agreement; or (e) arise out of any material breach by Agreement or otherwise and shall survive the Company termination of this Agreement. This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.