Common use of Indemnification by the Company Clause in Contracts

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and each member of the Underwriter Board and officers, and each Adviser and each director and officer of its trustees/directors and officerseach Adviser, and each person, if any, who controls the Fund or Underwriter the Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund or an Adviser) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, PIM, PFD, any affiliates of PIM, and each of its their respective directors, trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter PIM within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust, PIM or PFD for use in the registration statement, prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (iib) arise out of or as a result of statements or representations not supplied by the Company or its designee, or persons under its control (other than statements or representations contained in the Trust's registration statement, prospectus, SAI, statement of additional information or in sales literature or other promotional material of the Fund not supplied by Trust and on which the Company or persons under its controlhas reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to perform any of its obligations under this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and each trustee of the Underwriter Board and each of its trustees/directors and officers, officers and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with Act, the Underwriter Sponsor and the Distributor (collectively, the “"Indemnified Parties” " for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), ) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Variable Insurance Products and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts Variable Insurance Products or contained in the Contracts contract or policy or sales literature for the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, statement or prospectus or SAI for the Contracts Variable Insurance Products or in the Contracts contract or policy sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Variable Insurance Products or the Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company Company, or persons under its control) or wrongful unlawful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Variable Insurance Products or Fund Sharesshares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund (or any amendment thereof or supplement thereto thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of from any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections Section 7.1(b) and 7.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Fund, whichever is applicable. (c) The Company 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 Company 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 a designated agent), but failure to notify the Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such a party of the Company'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 Company 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 Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Variable Insurance Products or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Trust and each member of the Board and each officer and employee of the Trust, the Underwriter and each director, officer and employee of its trustees/directors and officersthe Underwriter, and each person, if any, who controls the Fund Trust, or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “an "Indemnified Parties” " and individually, "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities liabilities, or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of Fund shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Trust for use in the registration statement, statement or prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature of the Fund Trust not supplied by the Company, or persons under its control and other than statements or representations authorized by the Trust or the Underwriter) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund SharesTrust shares; or (iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, statement of additional information or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Funds and the Underwriter and each of its their trustees/directors and officers, and each person, if any, who controls the a Fund or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with a Fund or the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the a Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 a Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the a Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the a Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, fraud, 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 its obligations or duties under this Agreement. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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 terms of this Article VII shall survive termination of this Agreement.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; (vi) as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.. 8.1

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 6.1 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter each Trust, MFD, any affiliates of MFD, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund each Trust or Underwriter MFD within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund relevant Trust or MFD for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund relevant Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund relevant Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund relevant Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and Fund, the Underwriter Underwriter, and each of its trustees/directors and the Fund's or the Underwriter's directors, officers, employees or agents and each person, if any, who controls or is associated with the Fund or the Underwriter within the meaning of Section 15 of such terms under the 1933 Act or who is under common control with the Underwriter federal securities laws (collectively, the “Indemnified Parties” "indemnified parties" for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties indemnified parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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, SAI, Fund statement of additional information 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 its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Fund registration statement, Fund prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund 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 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 to the Fund by or on behalf of the CompanyCompany or persons under its control; or (iv) arise as a result of any material failure by the Company to provide the services and furnish the materials or to make any payments under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement Agreement; except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification shall be in addition to any liability which the Company may otherwise have. (b) No party shall be entitled to indemnification if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Company; as limited by and party seeking indemnification. (c) The indemnified parties will promptly notify the Company of the commencement of any litigation or proceedings against them in accordance connection with the provisions issuance or sale of Sections 7.1(b) and 7.1(c) hereofthe Fund shares or the Contracts or the operation of the Fund.

Indemnification by the Company. (a8.1(a) The Company agrees to indemnify and hold harmless the Fund Fund, the Underwriter, the Adviser and each member of the Board and each officer and employee of the Fund, and each director, officer and employee of the Underwriter and each of its trustees/directors and officersthe Adviser, and each person, if any, who controls the Fund Fund, the Underwriter or Underwriter the Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund, the Underwriter or the Adviser) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as . Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereofbelow. 8.1(b) The Company 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. 8.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company 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. 8.1(d) The Fund, the Underwriter or the Adviser, as applicable, will promptly notify the Company of the commencement of any litigation or proceedings against an Indemnified Party in connection with this Agreement, the issuance or sale of the Fund shares or the Contracts, or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to shall indemnify and hold harmless the Fund and Fund, the Underwriter Adviser and each of its trustees/directors and officers, and each person, if any, person who controls the Fund or Underwriter the Adviser within the meaning of Section 15 of such terms under the 1933 Act (but not any Participating Insurance Companies or who is under common control with Qualified Plans) and any officer, trustee, director, employee or agent of the Underwriter (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Company) Company in settlement of, any action, suit or litigation (including legal and other expensesproceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities are related to the sale or expenses (acquisition of the Fund's shares or actions in respect thereof) or settlementsthe Contracts and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statementContracts Registration Statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)Contracts Prospectus, sales literature or SAI other promotional material for the Contracts or contained in the Contracts or sales literature for 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, misleading in light of the circumstances in which they were made; provided that this agreement obligation 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 or Adviser for use in the registration statementContracts Registration Statement, prospectus or SAI for the Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iiib) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Fund Registration Statement, prospectus, SAI, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment thereof or supplement thereto 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 a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund or the Adviser by or on behalf of the Company; or (ivc) 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 material failure by the Company to provide the services and furnish the materials or to make any payments as required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement 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 Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofparty seeking indemnification.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Fund, the Adviser and the Underwriter Distributor and each of its trustees/directors directors, trustees and officers, officers and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company, which consent will not be unreasonably withheld) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Fund, the Adviser or the Distributor for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, Prospectus or sales literature of the Fund not supplied by the Company Company, or persons under its their control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or 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 a the registration statement, prospectus, SAIProspectus, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. (b) The Company 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. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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 Company 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 Company. (a) The Company agrees to indemnify and hold harmless each of the Fund and the Underwriter Adviser and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Adviser (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; Contracts, or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany for use in the registration statement, prospectus or SAI of the Fund or in sales literature; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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 Company 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 operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; ; (vi) as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and Adviser, each of its trustees/directors their respective officers, employees, and officersTrustees or Directors, and each person, if any, who controls the Fund or Underwriter the Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Variable Products and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI private placement memorandum for the Contracts Variable Products or contained in the Contracts Variable Products or sales literature for the Contracts Variable 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI private placement memorandum for the Contracts Variable Products or in the Contracts Variable Products or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Variable Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund or an Adviser) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts Variable Products or Fund Sharesshares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading misleading, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/their officers and directors and officers, and each person, if any, who controls the Fund or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statementRegistration Statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)prospectus, or statement of additional information ( SAI ) for the Contracts or contained in the Contracts or sales literature or other promotional material 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statementRegistration Statement, prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus, SAI, 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 its agents or persons under the Company’s 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 a registration statementRegistration Statement, prospectus, SAI, or sales literature or other promotional material of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the an Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission commission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or this designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless indemnify, to the Fund and extent permitted by law, the Underwriter and Participant and, as applicable, each of its trustees/directors , stockholders, members, directors, managers, partners, officers and officersemployees, and each person, if any, Person who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectivelysuch holder, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereofincluding, but not limited to, reasonable attorneys’ fees and expenses) or settlements: (icollectively, “Losses”) arise out of or are based upon caused by any untrue statement or alleged untrue statements statement of any material fact contained in the registration statementany Incidental Registration Statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (which shall include a written description of a Contract that is not registered under the 1933 Actincluding, in each case, all documents incorporated therein by reference), or SAI for the Contracts or contained in the Contracts 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 of 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 except insofar as to the same are caused by or contained in 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 Company by the Participant expressly for use therein or on behalf by the Participant’s failure to deliver a copy of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (preliminary prospectus, or any amendment amendments or supplement) or otherwise for use in supplements thereto after the Company has furnished the Participant with a sufficient number of copies of the same. In connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementan Underwritten Offering, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of will indemnify such underwriters, their officers and directors and each Person who controls such underwriters to the Company or its agents or persons under the Company’s authorization or control, same extent as provided above with respect to the sale or distribution indemnification of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature Participant. The payments required by this Section 3.8 will be made periodically during the course of the Fund investigation or defense, as and when bills are received or expenses incurred; provided, however, that if a final and non-appealable judicial determination shall be made that such Indemnified Party (as defined below) is not entitled to indemnification for 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished Losses, such Indemnified Party shall repay to the Fund by or on behalf Company the amount of the Company; or (iv) arise as a result of any material failure by such Losses for which the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional shall have paid or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofreimbursed such Indemnified Party.

Indemnification by the Company. (a8.1(a) The Company agrees to indemnify and hold harmless the Fund Fund, the Underwriter, the Adviser and each member of the Board and each officer and employee of the Fund, and each director, officer and employee of the Underwriter and each of its trustees/directors and officersthe Adviser, and each person, if any, who controls the Fund Fund, the Underwriter or Underwriter the Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)prospectus, offering memorandum or SAI other disclosure document for the Contracts or contained in the Contracts or sales or other promotional 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus prospectus, offering memorandum or SAI other disclosure document for the Contracts or in the Contracts or sales or other promotional literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund, the Underwriter or the Adviser) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as . Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereofbelow. 8.1(b) The Company 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. 8.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company 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. 8.1(d) The Fund, the Underwriter or the Adviser, as applicable, will promptly notify the Company of the commencement of any litigation or proceedings against an Indemnified Party in connection with this Agreement, the issuance or sale of the Fund shares or the Contracts, or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Fund, American Century and the Underwriter Fund’s adviser and each of its their respective officers and directors or trustees/directors , employees and officers, agents and each person, if any, who controls the Fund Fund, American Century or Underwriter Fund’s adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses)) (collectively, a “Loss”) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities Loss is related to the sale or expenses (acquisition of the Fund’s shares or actions in respect thereof) or settlementsthe Contracts and: (i) arise arises out of or are is based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a any Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing)materials, 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 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 Company by or on behalf of the Fund Fund, Distributor, or Fund’s adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) Contract materials or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise arises 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 materials not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise arises out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementany Fund materials, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading misleading, if such a statement or omission was made in reliance upon and conformity with information furnished in writing to the Fund by or on behalf of the Company; or (iv) arise arises as a result of any material failure by the Company to perform the obligations, provide the services services, and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise arises out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise arises out of or result from any other material breach of this Agreement by the Company; , including without limitation Section 2.10 hereof, as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any Loss to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or 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 any of the Indemnified Parties. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action, and unless the Indemnified Parties release the Company from any further obligation under this Section 8.1 with respect to such claim(s), the Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Company to such Party of the Company’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 Company 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) Each Indemnified Party will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the Agreement, the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and each member of its Board and officers, and the Underwriter Distributor and each director and officer of its trustees/directors and officersthe Distributor, and each person, if any, who controls the Fund or Underwriter the Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of any statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company or persons under its controlcontrol and other than statements or representations authorized by the Fund or the Distributor) or wrongful unlawful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; . 8.1 (b). Notwithstanding Section 8.1(a) above, the Company 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 limited 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 and in accordance with the provisions reason of Sections 7.1(b) and 7.1(c) hereofsuch Indemnified Party’s reckless disregard of obligations or duties under this Agreement.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Trust and each member of the Board and each officer and employee of the Trust, the Underwriter and each director, officer and employee of its trustees/directors and officersthe Underwriter, and each person, if any, who controls the Fund Trust, or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “an "Indemnified Parties” " and individually, "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities liabilities, or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of Fund shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Trust for use in the registration statement, statement or prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature of the Fund Trust not supplied by the Company, or persons under its control and other than statements or representations authorized by the Trust or the Underwriter) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund SharesTrust shares; or (iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, statement of additional information or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and Fund, the Underwriter and each of its trustees/directors and officersAdviser, the Distributor, and each person, if any, who controls or is associated with the Fund Fund, the Adviser, or Underwriter the Distributor within the meaning of Section 15 such term under the federal securities laws and any director, trustee, officer, employee or agent of the 1933 Act or who is under common control with the Underwriter foregoing (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation actions in respect thereof (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i1) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material 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 such statements not misleading in light of the statements therein not misleading, circumstances in which they were made; provided that this agreement to indemnify shall will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Fund, the Adviser, or the Distributor for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii2) 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, prospectus, SAI, SAI or sales literature or other promotional material of the Fund Fund, or any amendment or supplement to the foregoing, not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Fund registration statement, prospectus, SAI, SAI or sales literature or other promotional material of the Fund (or any amendment thereof or supplement thereto to the foregoing) 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 to the Fund by or on behalf of the CompanyCompany or persons under its control; or (iv4) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v5) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement Agreement; except to the extent provided in Sections 8.1(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Company otherwise may have. (b) No party will be entitled to indemnification under Section 8.1(a) if such loss, claim, damage, liability, expense action or settlement is due to the 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 its obligations or duties under this Agreement. (c) The Indemnified Parties promptly will notify the Company; as limited Company of the commencement of any litigation, proceedings, complaints or actions by and regulatory authorities against them in accordance connection with the provisions issuance or sale of Sections 7.1(b) and 7.1(c) hereofthe Fund shares or the Contracts or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and Underwriter, the Underwriter Trust and each of its trustees/directors and Trustees, officers, employees and agents and each person, if any, who controls the Fund or Underwriter Trust within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " and individually the "Indemnified Party" for purposes of this Section 7.1Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of Trust Shares or actions in respect thereof) or settlements:the Contracts and (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI disclosure document for the Contracts or contained in the Contracts themselves or in sales literature for 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 V), 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 indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Company by or on behalf of the Fund Trust for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) Company Documents or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) arise out of or as a result of from 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 Company or persons under its controland accurately derived from Trust Documents as defined in Section 5.2 (a)(i)) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution acquisition of the Contracts or Fund SharesTrust shares; or (iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund or any amendment thereof or supplement thereto Trust Documents as defined in Section 5.2(a)(i) 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 reliance upon and accurately derived from written information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a out of or result of from any material failure by the Company to provide the services and or furnish the materials required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited . (b) The Company shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Trust or Underwriter, whichever is applicable. The Company shall also 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 Company in accordance 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company 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 provisions defense thereof other than reasonable costs of Sections 7.1(binvestigation. (c) and 7.1(c) hereofThe Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings 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 Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/their officers and directors and officers, and each person, if any, who controls the Fund or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statementRegistration Statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)prospectus, or SAI statement of additional information for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statementRegistration Statement, prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statementRegistration Statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to shall indemnify ------------------------------ and hold harmless the Fund and Fund, the Underwriter Adviser and each of its trustees/directors and officers, and each person, if any, person who controls the Fund or Underwriter the Adviser within the meaning of Section 15 of such terms under the 1933 Act (but not any Participating Insurance Companies or who is under common control with Qualified Plans) and any officer, trustee, director, employee or agent of the Underwriter (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Company) Company in settlement of, any action, suit or litigation (including legal and other expensesproceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities are related to the sale or expenses (acquisition of the Fund's shares or actions in respect thereof) or settlementsthe Contracts and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statementContracts Registration Statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)Contracts Prospectus, sales literature or SAI other promotional material for the Contracts or contained in the Contracts or sales literature for 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, misleading in light of the circumstances in which they were made; provided that this agreement obligation 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 or Adviser for use in the registration statementContracts Registration Statement, prospectus or SAI for the Contracts Prospectus or in the Contracts or sales literature or promotional material for the Contracts (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iiib) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Fund Registration Statement, prospectus, SAI, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment thereof or supplement thereto 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 a statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund or the Adviser by or on behalf of the Company; or (ivc) 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 material failure by the Company to provide the services and furnish the materials or to make any payments as required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement 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 Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofparty seeking indemnification.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Trust and each member of the Board and each officer and employee of the Trust, the Underwriter and each director, officer and employee of its trustees/directors and officersthe Underwriter, and each person, if any, who controls the Fund Trust, or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “an "Indemnified Parties” " and individually, "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities liabilities, or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of Fund shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Trust for use in the registration statement, statement or prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature of the Fund Trust not supplied by the Company, or persons under its control and other than statements or representations authorized by the Trust or the Underwriter) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund SharesTrust shares; or (iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, statement of additional information or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. (b) The Company 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.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Distributor and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Distributor (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and Fund, the Underwriter Underwriter, and each of its trustees/directors and the Fund's or the Underwriter's directors, officers, employees or agents and each person, if any, who controls or is associated with the Fund or the Underwriter within the meaning of Section 15 of such terms under the 1933 Act or who is under common control with the Underwriter federal securities laws (collectively, the “Indemnified Parties” indemnified parties" for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties indemnified parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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 misleadingmisleading in light of the circumstances in which they were made, provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of untrue statements or representations by or on behalf of the Company (other than statements or representations contained in the Fund registration statement, Fund prospectus, SAI, Fund statement of additional information or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct willful malfeasance, bad faith or gross negligence of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Fund registration statement, Fund prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund 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 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 to the Fund by or on behalf of the CompanyCompany or persons under its control; or (iv) arise as a result of any material failure by the Company to provide the services and furnish the materials or to make any payments under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement Agreement. except to the extent provided in Sections 8. 1 (b) and 8.3 hereof This indemnification shall be in addition to any liability which the Company may otherwise have. (b) No party shall be entitled to indemnification if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Company; as limited by and party seeking indemnification, (c) The indemnified parties will promptly notify the Company of the commencement of any litigation or proceedings against them in accordance connection with the provisions issuance or sale of Sections 7.1(b) and 7.1(c) hereofthe Fund shares or the Contracts or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter each Trust, MFD, any affiliates of MFD, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund each Trust or Underwriter MFD within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund relevant Trust or MFD for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund relevant Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund relevant Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund relevant Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a6.1(a) The Company agrees to indemnify indemnify, defend and hold harmless the Fund Fund, the Portfolios, DFAS and the Underwriter Adviser, and each of its trustees/their directors and officersofficers (as applicable), and each person, if any, who controls the Fund or Underwriter any of them within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.16.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses) (except in all cases, excluding consequential or special damages), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsand: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)prospectus, or SAI for the Contracts or contained in the Contracts offering memoranda 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, provided that this agreement to indemnify Section 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI offering memoranda for the Contracts or in the Contracts or sales literature (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund sharesthe shares of the Portfolios; or (ii) arise out of of, or as a result of 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesthe shares of the Portfolios; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of covering the Fund and the Portfolios, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise out of, or as a result of of, any material failure by the Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of of, or result from from, any material breach of any representation and/or warranty made by the Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by the CompanyCompany or persons under its control; as limited by and in accordance with the provisions of Sections 7.1(b6.1(b) and 7.1(c6.1(c) hereof. 6.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement or to the Fund, whichever is applicable, or to the extent of such Indemnified Party’s gross negligence. 6.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action, provided that the Company gives written notice of such intention to the Indemnified Parties. The Company also shall be entitled to assume and to control the defense thereof. After notice from the Company to such Party of the Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by the Indemnified Party, and the Company 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. 6.1(d) The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the shares of the Portfolios or the Contracts or the operation of the Portfolios.

Indemnification by the Company. (a) The In the event of any registration of any Securities of the Company under the Securities Act pursuant to Section 2.1 or Section 2.2, the Company hereby indemnifies and agrees to indemnify hold harmless, to the fullest extent permitted by Law, each Holder who sells Registrable Securities covered by such registration statement, each Affiliate of such Holder and hold harmless the Fund their respective directors, officers, employees, partners and equityholders (and the Underwriter directors, officers, employees, Affiliates and controlling Persons of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such Securities and each of its trustees/directors and officers, and each personother Person, if any, who controls the Fund such Holder or Underwriter any such underwriter within the meaning of Section 15 of the 1933 Securities Act or who is under common control with the Underwriter (each, and “Indemnified Party” and collectively, the “Indemnified Parties” for purposes of this Section 7.1) ”), against any and all losses, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of the Company) joint or litigation (including legal several, and other expenses), reasonable and documented expenses to which the such Indemnified Parties Party may become subject under any statute or regulationthe Securities Act, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) , whether or settlements: (inot such Indemnified Party is a party thereto) arise out of or are based upon upon: (a) any untrue statement or alleged untrue statements statement of any material fact contained in the any registration statement, prospectus (statement under which shall include a written description of a Contract that is not such Securities were registered under the 1933 Securities Act), any preliminary, final or SAI for the Contracts or summary prospectus contained in the Contracts or sales literature for the Contracts (therein, or any amendment or supplement to any of the foregoing)thereto, or arise out of any document incorporated by reference therein, or are based upon any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (b) any 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 the case of a prospectus, in the light of the circumstances when they were made; or (c) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, and the Company shall reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that this agreement to indemnify the Company shall not apply as be liable to any Indemnified Party if 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 any untrue statement or alleged untrue statement or omission or alleged omission made in such alleged statement registration statement, in any such preliminary, final or omission was made summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Company by or on behalf of the Fund such Indemnified Party expressly for use in the registration statement, prospectus or SAI for the Contracts or preparation thereof. Such indemnity will remain in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out full force and effect regardless of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was investigation made in reliance upon information furnished to the Fund by or on behalf of such Holder or any Indemnified Party and will survive the Company; or (iv) arise as a result Transfer of such Securities by such Holder or any material failure by the 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 comply with the qualification requirements specified in Section 2.6 termination of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or employees of the foregoing (but excluding any insurance company or other Trust shareholder who is under common deemed to control with the Underwriter Trust or a Portfolio thereof by virtue of their percentage ownership of shares) (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Fund, the Underwriter, the Adviser and each member of the Board and each officer and employee of the Fund, and each director, officer and employee of the Underwriter and each of its trustees/directors and officersthe Adviser, and each person, if any, who controls the Fund Fund, the Underwriter or Underwriter the Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party," for purposes of this Section 7.110.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)prospectus, offering memorandum or SAI other disclosure document for the Contracts or contained in the Contracts or sales or other promotional 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Fund, the Adviser or the Underwriter for use in the registration statement, prospectus prospectus, offering memorandum or SAI other disclosure document for the Contracts or in the Contracts or sales or other promotional literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales or other promotional literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund, the Underwriter or the Adviser) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales or other promotional literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as or Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 7.1(b10.1(b) and 7.1(c10.1(c) hereofbelow. (b) The Company 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.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFD, any affiliates of MFD, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFD within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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 statement 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFD for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Each Company agrees to shall indemnify and hold harmless the Fund Trust and the Underwriter and each of its trustees/the Trustees, directors and of the Underwriter, officers, employees or agents of the Trust or the Underwriter and each person, if any, who controls the Fund Trust or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.110.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Companysuch Company which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in a Registration Statement, Prospectus or Statement of Additional Information or, in the registration statement, prospectus (which shall include a written description case of a Contract that is Contracts not registered under the 1933 Act), private placement memoranda or SAI similar offering documents, for the Contracts issued by the Company or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the such Company by or on behalf of the Fund Trust for use in the registration statementRegistration Statement, prospectus Prospectus or SAI Statement of Additional Information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the registration statement, prospectus, SAITrust's Registration Statement or Prospectus, or in sales literature of the Fund for Trust shares not supplied by such Company, or persons under its control) made by, or unlawful conduct of, the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund SharesTrust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementRegistration Statement, prospectus, SAIProspectus, or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund Trust or the Underwriter by or on behalf of the such Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the such Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b10.1 (b) and 7.1(c10.1 (c) hereof. (b) A Company 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 to the extent such may arise from such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's failure to fulfill its obligations or duties under this Agreement or to the Trust, whichever is applicable. (c) A Company 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 such Company in writing within a reasonable time after its or its designated agent's receipt of the summons or other first legal process giving information of the nature of the claim from which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect to such claim. Failure to notify a Company of any such claim shall not relieve such Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision. In case any such action is brought against the Indemnified Parties, such Company shall be entitled to participate, at its own expense, in the defense of such action. A Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from such Company to such Indemnified Party of the Company's election to assume the defense thereof the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and such Company 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. (d) The Underwriter shall promptly notify each Company 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 or the failure of the Company to perform any of its obligations hereunder.

Indemnification by the Company. (a) The After the Closing, and subject to Sections 5.1(b), 5.3 and 5.4, the Company agrees to indemnify shall indemnify, defend and hold harmless to the Fund fullest extent permitted by Law the Investor and the Underwriter its Affiliates, and each of its trustees/directors their successors and assigns, officers, directors, partners, members and each personemployees, if anyas applicable, who controls (the Fund or Underwriter within the meaning of Section 15 “Investor Indemnified Parties”) against, and reimburse any of the 1933 Act or who is under common control with the Underwriter (collectivelyInvestor Indemnified Parties for, the “Indemnified Parties” for purposes of this Section 7.1) against all Losses that any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Investor Indemnified Parties may at any time suffer or incur, or become subject under any statute or regulationto, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith connection with (1) the inaccuracy or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or or warranty made by the Company in this Agreement or arise any certificate delivered pursuant hereto, (2) any breach or failure by the Company to perform any of its covenants or agreements contained in this Agreement and (3) any action, suit, claim, proceeding or investigation by any shareholder of the Company or any other Person (other than the Investor or any Investor Indemnified Party) relating to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby (other than any Losses attributable to the error or omissions on the part of the Investor). (b) Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless any of the Investor Indemnified Parties against, or reimburse any of the Investor Indemnified Parties for, any Losses pursuant to Section 5.1(a)(1) (other than Losses arising out of the inaccuracy or result from any other material breach of any Company Specified Representations) (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of $50,000 (the “De Minimis Amount”) (nor shall any such claim or series of related claims that do not meet the De Minimis Amount be applied to or considered for purposes of calculating the aggregate amount of the Losses by any of the Investor Indemnified Parties for which the Company has responsibility under clause (ii) of this Agreement Section 5.1(b)); and (ii) until the aggregate amount of the Investor Indemnified Parties’ Losses for which the Investor Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 5.1(a) exceeds $1,000,000 (the “Deductible”), after which the Company shall be obligated for all of the Investor Indemnified Parties’ Losses for which the Investor Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 5.1(a)(1) that are in excess of the Deductible. Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless the Investor Indemnified Parties against, or reimburse the Investor Indemnified Parties for, any Losses pursuant to Section 5.1(a)(1) in a cumulative aggregate amount exceeding the aggregate purchase price paid by the Company; as limited by and Investor to the Company pursuant to Section 1.1 (other than Losses arising out of the inaccuracy or breach of any Company Specified Representations). (c) For purposes of Section 5.1(a), in accordance with determining whether there has been a breach of a representation or warranty, the provisions of Sections 7.1(b) and 7.1(c) hereofparties hereto shall ignore any “materiality”, “Knowledge”, “Material Adverse Effect” or similar qualifications.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and Fund, the Underwriter Adviser, the Underwriter, and each of its trustees/directors and the Fund's or the Underwriter's directors, officers, employees or agents and each person, if any, who controls or is associated with the Fund or the Underwriter within the meaning of Section 15 of such terms under the 1933 Act or who is under common control with the Underwriter federal securities laws (collectively, the “Indemnified Parties” "indemnified parties" for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties indemnified parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify shall not apply as to any Indemnified Party indemnified party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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, SAI, Fund statement of additional information 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 its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Fund registration statement, Fund prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund 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 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 to the Fund by or on behalf of the CompanyCompany or persons under its control; or (iv) arise as a result of any material failure by the Company to provide the services and furnish the materials or to make any payments under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement Agreement; except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification shall be in addition to any liability which the Company may otherwise have. (b) No party shall be entitled to indemnification if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Company; as limited by and party seeking indemnification. (c) The indemnified parties will promptly notify the Company of the commencement of any litigation or proceedings against them in accordance connection with the provisions issuance or sale of Sections 7.1(b) and 7.1(c) hereofthe Fund shares or the Contracts or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter each Trust, MFD, any affiliates of MFD, and each of its their respective directors/trustees/directors and officers, officers and each personperson , if any, who controls the Fund each Trust or Underwriter MFD within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund relevant Trust or MFD for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund relevant Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund relevant Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund relevant Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, employees, agents and each person, if any, who controls the Fund or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of conduct, 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 6.1 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter each Trust, MFD, any affiliates of MFD, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFD within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the Indemnified Parties any indemnified Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund relevant Trust or MFD for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund relevant Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund relevant Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless each of the Fund and the Underwriter Adviser and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Adviser (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; Contracts, or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany for use in the registration statement, prospectus or SAI of the Fund or in sales literature; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, fraud, 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 its obligations or duties under this Agreement. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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 Company 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 operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Trust and the Underwriter Distributor and each of its their trustees/, directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter the Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 7.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Funds’ Shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Trust for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund Trust not supplied by the Company or persons under its controlcontrol and other than statements or representations authorized by the Trust or the Distributor) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund Trust or the Distributor by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation representation, warranty and/or warranty agreement made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b7.1b) and 7.1(c7.1c) hereof. b) The Company 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. c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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, except to the extent that the Company has been materially prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Party’s written consent, include any factual stipulation related to the Indemnified Party or its conduct. After notice from the Company to such party of the Company’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 Company 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, but, in case the Company does not elect to assume the defense of any such suit, the Company will reimburse the Indemnified Party in such suit, for the reasonable fees and expenses of any counsel retained by it. d) The Indemnified Parties will promptly notify the Company 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 operation of the Trust.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless each of the Fund and the Underwriter Distributor and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Distributor (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Distributor for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; Contracts, or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany for use in the registration statement, prospectus or SAI of the Fund or in sales literature; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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 Company 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 operation of the Fund.

Indemnification by the Company. (a) The Each Company agrees to indemnify and hold harmless MML Trust, each member of the Fund MML Trust Board, and the Underwriter and each of its trustees/directors and officers, MML Trust officers and each person, if any, who controls the Fund or Underwriter MML Trust within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of, or investment in, MML Trust’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI Disclosure Documents for the Contracts Contracts, or contained in the Contracts or sales literature or other promotional material 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund MML Trust for use in the registration statement, prospectus or SAI for any Disclosure Document relating to the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund MML Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund MML Trust not supplied by the Company Company, or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund SharesMML Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, Disclosure Document or sales literature of the Fund MML Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund MML Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Subject to Section 9.3 below, the Company agrees to indemnify and hold harmless the Fund Trust and the Underwriter Distributor, and each of its their trustees/directors and , directors, members, principals, officers, partners, employees and agents and each person, if any, who controls the Fund Trust or Underwriter the Distributor within the meaning of Section 15 of the 1933 '33 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.1Article) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company, which consent shall not be unreasonably withheld) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Trust’s Shares or the Variable Contracts and: (i) arise out of or are based upon any untrue statement state­ments or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Variable Contracts or contained in the Contracts or sales literature for the Variable Contracts (or any amendment or supplement to any of the foregoing) (which shall include a written description of a Variable Contract that is not registered under the 33 Act), or ­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 to the Company by or on behalf of the Fund an Indemnified Party for use in the registration statement, statement or prospectus or SAI for the Variable Contracts or in the Variable Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund sharesTrust Shares; or (ii) arise out of or as a result of statements or representations repre­sentations (other than statements or representations repre­sentations contained in the registration statementstate­ment, prospectus, SAI, prospectus or sales literature of the Fund Trust not supplied by the Company Company, or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Variable Contracts or Fund Trust Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund Trust 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 statements therein not misleading if such a state­ment or omission or such alleged statement or omission was made in reliance upon and in con­formity with information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 4.5 of this Agreement); or (v) arises out of information or instructions from the Company or its agents concerning the purchase, redemption, transfer or other transaction in Trust Shares; or (vi) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; . (b) The Company 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 limited 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. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate at its own expense in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in accordance connection with the provisions defense thereof other than reasonable costs of Sections 7.1(b) and 7.1(c) hereofinvestigation.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a8.1(a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (vi) as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. 8.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. 8.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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. 8.1(d) The Indemnified Parties will promptly notify the Company 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 operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification by the Company. (a8.1(a) The Company agrees to indemnify and hold harmless the Fund Fund, the Underwriter, the Adviser and each member of the Board and each officer and employee of the Fund, and each director, officer and employee of the Underwriter and each of its trustees/directors and officersthe Adviser, and each person, if any, who controls the Fund Fund, the Underwriter or Underwriter the Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts 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 misleadingmisleading in light of the circumstances under which they were made, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund, the Underwriter or the Adviser) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading in light of the circumstances under which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as or (vi) arise out of or are based on the Company's lack of good faith, gross negligence or willful misconduct in carrying out its duties and responsibilities under this Agreement, or any violation of applicable federal or state law by the Company or persons under its control. Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 7.1(b8.1(b) through (d) below. 8.1(b) The Company 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. 8.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and 7.1(cexpenses of any additional counsel retained by it, and the Company 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. 8.1(d) hereofExcept as expressly stated herein, in no event will the Company be responsible to an Indemnified Party for any consequential, punitive or exemplary damages of any kind arising from this Agreement. 8.1(e) The Fund or the Adviser, as applicable, will promptly notify the Company of the commencement of any litigation or proceedings against an Indemnified Party in connection with this Agreement, the issuance or sale of the Fund shares or the Contracts, or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Distributor and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Distributor (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, fraud, 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 its obligations or duties under this Agreement. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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 Company 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 operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and each member of the Board and each officer and employee of the Fund, the Underwriter and each director, officer and employee of its trustees/directors and officersthe Underwriter, and each person, if any, who controls the Fund Funds or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “an "Indemnified Parties” " and individually, "Indemnified Party," for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities liabilities, or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of Fund shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, statement or prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund or the Underwriter) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, statement of additional information or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify shall indemnify, defend and hold harmless each Purchaser, the Fund and the Underwriter officers, directors, partners, members and each of its trustees/directors and officers, and each personPerson, if any, who controls the Fund or Underwriter any Purchaser within the meaning of Section 15 of the 1933 Securities Act or who is under common control with the Underwriter (collectivelyeach, the a “Purchaser Indemnified Parties” for purposes of this Section 7.1Party”) from and against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) Claims and Losses actually suffered or litigation (including legal and other expenses), to which the incurred by such Purchaser Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise arising out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus resulting from (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplementa) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAIthe Registration Statement or Prospectus, or sales literature of the Fund in any amendments or supplements thereto, 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 statements therein therein, in light of the circumstances in which they were made, not misleading if misleading, or (b) the breach by the Company of any of its representations or warranties in this Agreement; provided, however, the foregoing indemnities shall not apply to any Claims and Losses arising out of or resulting from (x) any such a untrue statement or omission was made in reliance or alleged untrue statement or omission based upon information furnished to the Fund Company by any Purchaser Indemnified Party, or on behalf of (y) the Company; or (iv) arise as a result breach by any Purchaser of any material if its representations or warranties or the failure by the 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, any Purchaser to comply with any of the qualification requirements specified covenants and agreements in Section 2.6 of this Agreement); or , or (vz) arise out of any statement or result from omission in any material breach of Prospectus that is corrected in any representation and/or warranty made subsequent Prospectus that was delivered to a Purchaser prior to the pertinent sale or sales by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofPurchaser.

Indemnification by the Company. (a8.1(a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (vi) as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. 8.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. 8.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company 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. 8.1(d) The Indemnified Parties will promptly notify the Company 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 operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and Fund, the Underwriter and the Adviser and each of its trusteestrustee/directors director and officers, officer thereof and each person, if any, who controls the Fund Fund, the Underwriter, or Underwriter the Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.19.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) ), expenses or litigation (including legal and other expenses) (hereinafter referred to collectively as a “Loss”), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities a Loss is related to the sale or expenses (acquisition of the Fund’s shares or actions in respect thereof) or settlementsthe Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI private offering memorandum for the Contracts or contained in the Contracts or sales literature or other promotional materials 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 statement 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 written information furnished to the Company by or on behalf of the Fund Indemnified Party for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or in sales literature or any other promotional materials (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Contracts or Fund sharesforegoing); or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature or other promotional materials of the Fund not supplied by the Company Company, or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, prospectus or sales literature or other promotional materials of the Fund (or any amendment thereof or supplement thereto 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 if such a statement or omission was made in reliance upon or in conformity with written information furnished to the Fund Fund, the Underwriter or the Adviser by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b9.1 (b) and 7.1(c9.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or employees of the foregoing (but excluding any insurance company or other Trust shareholder who is under common deemed to control with the Underwriter Trust or a Portfolio thereof by virtue of their percentage ownership of shares) (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Trust and the Underwriter Distributor and each of its trustees/their respective officers and directors and officers, or trustees and each person, if any, who controls the Fund Trust or Underwriter the Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), ) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damagesexpenses, damages or liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Trust’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for covering the Contracts or contained in the Contracts or sales literature or other promotional material 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, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund Distributor or Trust for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature or other promotional material of the Fund Trust not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Trust Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , including without limitation Section 2.13 and Section 6.6 hereof, as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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 Company of the commencement of any litigation or proceedings 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 Company. (a) The Company agrees to indemnify and hold harmless each of the Fund Trust and the Underwriter Adviser and each of its trustees/directors and officers, and each person, if any, who controls the Fund Trust or Underwriter Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Trust or the Adviser (collectively, the “Indemnified Parties” for purposes of this Section 7.110.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Trust or the Adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; Contracts, or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund Trust not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the CompanyCompany for use in the registration statement, prospectus or SAI of the Trust or in sales literature; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b10.1(b) and 7.1(c10.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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 Company of the commencement of any litigation or proceedings 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 Company. 8.1 (a) ). The Company agrees to indemnify and hold harmless each of the Fund and the Underwriter Adviser and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Adviser (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; Contracts, or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany for use in the registration statement, prospectus or SAI of the Fund or in sales literature; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 6.1 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to will indemnify and hold harmless harmless, to the Fund fullest extent permitted by law, each Holder and the Underwriter its officers, directors, partners, members, employees, agents, representatives of and each of its trustees/directors and officers, and each other person, if any, who controls the Fund or Underwriter such Holder within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectivelyAct, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expensescollectively, “Losses”), joint or several, to which the Indemnified Parties they may become subject under any statute or regulation, at common law the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions in respect thereof) or settlements: (i) arise out of or are based upon (i) any untrue statement or alleged untrue statements statement of any material fact contained in the registration statementany Registration Statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)any preliminary Prospectus or final Prospectus, or SAI for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to thereof, (ii) any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingin any preliminary Prospectus or final Prospectus, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplementsupplement thereof, in light of the circumstances under which they were made not misleading or (iii) any violation or otherwise for use alleged violation by the Company or any of its subsidiaries of this Agreement or any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other document or report, except to the sale of the Contracts or Fund shares; or (ii) extent that any such Losses arise out of or as a result of statements or representations are based upon (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its controlx) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any an untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission so made in conformity with Holder Information, (y) the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that such Prospectus is outdated or defective; or (z) a Holder’s failure to state therein send or give a material fact copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to be stated therein or necessary to make the statements therein not misleading if such a Persons asserting an untrue statement or omission was made in reliance upon information furnished or alleged untrue statement or omission at or prior to the Fund by or on behalf written confirmation of the Company; or (ivsale of Registrable Securities. Each person entitled to indemnification pursuant to this Section 6(a) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms is an intended third-party beneficiary of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof6.

Indemnification by the Company. (a9.1(a) The Company agrees to indemnify and hold harmless each of the Fund Foods and the Underwriter Distributor and each of its their trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Distributor (collectively, the “"Indemnified Parties” " for purposes of this Section 7.19.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Distributor specifically for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany specifically for use therein; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b9.1(b) and 7.1(c9.1(c) hereof. 9.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. 9.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company 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. 9.1(d) The Indemnified Parties will promptly notify the Company 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 operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and Funds, the Underwriter Underwriter, the Adviser and each member of its trustees/directors their respective Boards and officers, officers and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent final and non-appealable decisions by a court of the Company) or litigation (including legal and other expenses)law, to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i1) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii2) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund or the Underwriter) or unlawful conduct of the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii3) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv4) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v5) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; . (b) The Company 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 limited such may arise from a final and non-appealable decision by a court of law that 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 was the sole cause of the action. (c) The Company 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 Company in writing within 30 days 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense thereof. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in accordance connection with the provisions defense thereof other than reasonable costs of Sections 7.1(binvestigation. (d) and 7.1(c) hereofThe Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with this Agreement, the issuance or sale of the Fund shares or the Contracts, or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Fund, the Adviser and the Underwriter and each of its trustees/directors , directors, trustees and officers, and each person, if any, who controls the Fund Fund, the Adviser or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares of the Designated Portfolios or the Contracts; and: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Actan offering memorandum, if any), or SAI for the Contracts or contained in the Contracts 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, 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 Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (ii) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include an offering memorandum, if any), or SAI covering insurance products sold by the Company or any insurance company which is an affiliate thereof, or any amendments or supplements thereto, 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 Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI covering insurance products sold by the Company or any insurance company which is an affiliate thereof, or any amendments or supplements thereto; or (iii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, or any affiliate thereof, with respect to the sale or distribution of the Contracts or Fund Shares; or (iiiiv) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (ivv) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in any registration statement, prospectus, statement of additional information or sales literature for any fund not affiliated with the Fund ("Unaffiliated Fund"), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or otherwise pertain to or arise in connection with the availability of any Unaffiliated Fund as an underlying funding vehicle in respect of the Contracts, or arise out of or are based upon any act or omission on the part of the investment adviser or underwriter of an Unaffiliated Fund; or (vi) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (vvii) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b), 8.1(c) and 7.1(c8.1(d) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company from any liability that it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Company has been materially prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties' written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from the Company to such party of the Company'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 Company 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, but, in case the Company does not elect to assume the defense of any such suit, the Company will reimburse the Fund, such officers, trustees and directors or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them. (d) The Indemnified Parties will promptly notify the Company 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 operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Fund, the Adviser and the Underwriter Distributor and each of its trustees/directors directors, trustees and officers, officers and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company, which consent will not be unreasonably withheld) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Fund, the Adviser or the Distributor for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, Prospectus or sales literature of the Fund not supplied by the Company Company, or persons under its their control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or 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 a the registration statement, prospectus, SAIProspectus, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. (b) The Company 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. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company 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 Company 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 Company. (a6.1(a) The Company agrees to indemnify indemnify, defend and hold harmless the Fund Fund, the Portfolios, DFAS and the Underwriter Adviser, and each of its trustees/their directors and officersofficers (as applicable), and each person, if any, who controls the Fund or Underwriter any of them within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.16.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses) (except in all cases, excluding consequential or special damages), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsand: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)prospectus, or SAI for the Contracts or contained in the Contracts offering memoranda 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, provided that this agreement to indemnify Section 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI offering memoranda for the Contracts or in the Contracts or sales literature (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund sharesthe shares of the Portfolios; or (ii) arise out of of, or as a result of 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesthe shares of the Portfolios; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of covering the Fund and the Portfolios, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise out of, or as a result of of, any material failure by the Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of of, or result from from, any material breach of any representation and/or warranty made by the Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by the CompanyCompany or persons under its control; as limited by and in accordance with the provisions of Sections 7.1(b6.1(b) and 7.1(c6.1(c) hereof. 6.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement or to the Fund, whichever is applicable, or to the extent of such Indemnified Party’s gross negligence. 6.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action, provided that the Company gives written notice of such intention to the Indemnified Parties. The Company also shall be entitled to assume and to control the defense thereof. After notice from the Company to such Party of the Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by the Indemnified Party, and the Company 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. 6.1(d) The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the shares of the Portfolios or the Contracts or the operation of the Portfolios.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, PIM, PFD, any affiliates of PIM, and each of its their respective directors, trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter PIM within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust, PIM or PFD for use in the registration statement, prospectus or SAI statement of additional information for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (iib) arise out of or as a result of statements or representations not supplied by the Company or its designee, or persons under its control (other than statements or representations contained in the Trust's registration statement, prospectus, SAI, statement of additional information or in sales literature or other promotional material of the Fund not supplied by Trust and on which the Company or persons under its controlhas reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to perform any of its obligations under this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. 9.1 (a) The Company agrees to shall indemnify and hold harmless the Fund Trust and the Underwriter and each of its trustees/the Trustees, directors and of the Underwriter, officers, employees or agents of the Trust or the Underwriter and each person, if any, who controls the Fund Trust or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this this Section 7.19.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the CompanyCompany which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statementa Registration Statement, prospectus (which shall include a written description Prospectus or Statement of a Contract that is not registered under the 1933 Act), or SAI <Page> Additional Information for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Trust for use in the registration statementRegistration Statement, prospectus Prospectus or SAI Statement of Additional Information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the registration statement, prospectus, SAITrust's Registration Statement or Prospectus, or in sales literature of the Fund for Trust shares not supplied by the Company Company, or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund SharesTrust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementRegistration Statement, prospectus, SAIProspectus, or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund Trust or the Underwriter by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b9.1(b) and 7.1(c9.1(c) hereof. 9.1 (b) The Company 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 to the 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 obligations or duties under this Agreement or to the Trust, whichever is applicable. 9.1 (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Company to such Indemnified Party of the Company'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 Company 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. 9.1 (d) The Underwriter shall promptly notify the Company 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 Company. (a) The Company agrees to indemnify and hold harmless each of the Fund and the Underwriter Adviser and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Adviser (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; , or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; shares, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a6.1(a) The Company agrees to indemnify indemnify, defend and hold harmless the Fund Fund, DFAS and the Underwriter Adviser, and each of its trustees/their directors and officersofficers (as applicable), and each person, if any, who controls the Fund or Underwriter any of them within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.16.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses) (except in all cases, excluding consequential or special damages), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsand: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts offering memoranda 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, provided that this agreement to indemnify Section 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Fund, DFAS or the Adviser for use in the registration statement, prospectus statement or SAI offering memoranda for the Contracts (or any amendment or supplement) or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; orContracts; (ii) arise out of of, or as a result of 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Shares; orContracts; (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of covering the Fund and the Portfolios or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or; (iv) arise out of, or as a result of of, any material failure by the Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of of, or result from from, any material breach of any representation and/or warranty made by the Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by the CompanyCompany or persons under its control; as limited by and in accordance with the provisions of Sections 7.1(b6.1(b) and 7.1(c6.1(c) hereof. 6.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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, or to the extent of such Indemnified Party’s gross negligence. 6.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action, provided that it gives written notice of such intention to the Indemnified Parties. The Company also shall be entitled to assume and to control the defense thereof. After notice from the Company to such Party of the Company’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 Company 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. 6.1(d) The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the shares of the Portfolios or the Contracts or the operation of the Portfolios.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter each Trust, MFD, any affiliates of MFD, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund each Trust or Underwriter MFD within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the any Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (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 statement 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund relevant Trust or MFD for use in the registration statement, prospectus or SAI statement of additional information for the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund relevant Trust not supplied by the Company or its designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund relevant Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund relevant Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.

Indemnification by the Company. (a) The After the Closing, and subject to Sections 5.1, 5.3 and 5.4, the Company agrees to indemnify shall indemnify, defend and hold harmless to the Fund fullest extent permitted by Law CapGen and the Underwriter its Affiliates, and each of its trustees/directors their successors and assigns, officers, directors, partners, members and each personemployees, if anyas applicable, who controls (the Fund or Underwriter within the meaning of Section 15 “CapGen Indemnified Parties”) against, and reimburse any of the 1933 Act or who is under common control with the Underwriter CapGen Indemnified Parties for: (collectively, the “Indemnified Parties” for purposes of this Section 7.11) against all Losses that any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the CapGen Indemnified Parties may at any time suffer or incur, or become subject under any statute or regulation, at common law or otherwise, insofar to as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out a result of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts inaccuracy or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or or warranty made by the Company in this Agreement or arise any certificate delivered pursuant hereto or as a result of or in connection with any breach or failure by the Company to perform any of their covenants or agreements contained in this Agreement; and (2) any Action by any stockholder of the Company or any other Person relating to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby (including the Investment, the Anchor Investment Agreement, the Other Private Placements, the TARP Exchange, the Exchange Offers and the Rights Offering). (b) Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless any of the CapGen Indemnified Parties against, or reimburse any of the CapGen Indemnified Parties for any Losses pursuant to Section 5.1(a)(1)(A) (other than Losses arising out of the inaccuracy or result from any other material breach of any Company Specified Representations) (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of $100,000 (nor shall any such claim or series of related claims that do not meet the $100,000 threshold to be applied to or considered for purposes of calculating the aggregate amount of the Losses by any of the CapGen Indemnified Parties for which the Company has responsibility under clause (ii) of this Agreement Section 5.1(b)); and (ii) until the aggregate amount of the CapGen Indemnified Parties’ Losses for which the CapGen Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 5.1(a)(1)(A) exceeds one percent (1)% of CapGen’s aggregate purchase price paid to the Company pursuant to Section 1.1 hereof (the “CapGen Deductible”), after which the Company shall be obligated for all of the CapGen Indemnified Parties’ Losses for which the CapGen Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 5.1(a)(1)(A) that are in excess of such CapGen Deductible. Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless the CapGen Indemnified Parties against, or reimburse the CapGen Indemnified Parties for, any Losses pursuant to Section 5.1(a)(1)(A) in a cumulative aggregate amount exceeding the aggregate purchase price paid by CapGen to the Company; as limited by and Company pursuant to Section 1.1 hereof (other than Losses arising out of the inaccuracy or breach of any Company Specified Representations). (c) [Reserved.] (d) For purposes of Section 5.1(a), in accordance with determining whether there has been a breach of a representation or warranty, the provisions of Sections 7.1(b) and 7.1(c) hereofparties hereto shall ignore any “materiality,” “Knowledge”, “Material Adverse Effect,” or similar qualifications.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Distributor and each of its trustees/directors directors, trustees and officers, officers and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company, which consent will not be unreasonably withheld) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, 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 the information furnished to the Company by or on behalf of the Fund or the Distributor for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, Prospectus or sales literature of the Fund not supplied by the Company Company, or persons under its their control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or 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 a the registration statement, prospectus, SAIProspectus, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. (b) The Company 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. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company'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 Company 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 Company 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 Company. (a) The Company agrees to indemnify and hold harmless the Fund and Fund, the Underwriter and each of its trustees/directors and officersAdviser, and each person, if any, who controls or is associated with the Fund or Underwriter the Adviser within the meaning of Section 15 such terms under the federal securities laws and any director, trustee, officer, employee or agent of the 1933 Act or who is under common control with the Underwriter foregoing (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation actions in respect thereof (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i1) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act)prospectus, SAI or SAI other offering materials for the Contracts or contained in the Contracts or sales literature or other promotional material 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 such statements not misleading in light of the statements therein not misleading, circumstances in which they were made; provided that this agreement to indemnify shall will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Adviser for use in the registration statement, prospectus prospectus, SAI or SAI other offering materials for the Contracts or in the Contracts or sales literature (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii2) 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, prospectus, SAI, SAI or other offering materials or sales literature or other promotional material of the Fund Fund, or any amendment or supplement to the foregoing, not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Fund registration statement, prospectus, SAI, SAI or sales literature or other promotional material of the Fund (or any amendment thereof or supplement thereto to the foregoing) 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 to the Fund or the Adviser by or on behalf of the CompanyCompany or persons under its control; or (iv4) arise as a result of any material failure by the Company to provide the services and furnish the materials or to make any payments required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v5) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement Agreement; except to the extent provided in Sections 8.1(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Company otherwise may have. (b) No party will be entitled to indemnification under Section 8.1(a) if such loss, claim, damage, liability or action is due to the 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 its obligations or duties under this Agreement. (c) The Indemnified Parties promptly will notify the Company; as limited Company of the commencement of any litigation, proceedings, complaints or actions by and regulatory authorities against them in accordance connection with the provisions issuance or sale of Sections 7.1(b) and 7.1(c) hereofthe Fund shares or the Contracts or the operation of the Fund.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless each of the Fund and the Underwriter Adviser and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Adviser (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; Contracts, or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany for use in the registration statement, prospectus or SAI of the Fund or in sales literature; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless each of the Fund Funds and the Underwriter Distributor and each of its their trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Distributor (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Distributor specifically for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany specifically for use therein; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof.

Indemnification by the Company. (a) The Notwithstanding anything in this Agreement to the contrary, whether or not the Rights Offering, the issuance of any shares of Common Stock to any Investors or the other transactions contemplated hereby are consummated or this Agreement is terminated, from and after the date hereof, the Company agrees to indemnify and hold harmless the Fund and the Underwriter each Investor, its Affiliates, and each of its trustees/directors and their respective officers, directors, managers, partners, members, agents, representatives, successors, assigns and employees and each personother Person, if any, who controls the Fund or Underwriter (within the meaning of Section 15 of the 1933 Act Securities Act) such Investor or who is under common control with the Underwriter its Affiliates (all such Persons being hereinafter referred to, collectively, as the “"Investor Indemnified Parties” for purposes of this Section 7.1Persons") against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (collectively, "Losses") to which such Investor Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) or settlements: (ithereof as contemplated below) arise out of or are based upon (a) any inaccuracy in or breach of any representation or warranty of the Company in this Agreement, (b) any failure by the Company to comply with the covenants and agreements contained in this Agreement, (c) an untrue statement or alleged untrue statements statement of any material fact contained in the registration statementRegistration Statement, prospectus (which shall include including the Prospectus and all other documents filed as a written description of a Contract that is not registered under the 1933 Act)part thereof or incorporated by reference therein, or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the Fund or any amendment thereof or supplement thereto or the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading if misleading, (d) any litigation or proceeding by any stockholder of the Company or any other Person relating to this Agreement or the documents contemplated hereby, or the transactions contemplated hereby, or (e) by reason of the fact that such Investor is a party to this Agreement or in any way arising, directly or indirectly, from the Rights Offering or the consummation of the transactions contemplated by this Agreement. The Company will promptly reimburse such Investor Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Investor Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that the Company will not be liable to any Investor Indemnified Person in any such case to the extent that any such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon and in conformity with written information furnished to the Fund Company by the applicable Investor or on behalf its representatives expressly for use therein, (ii) the failure of such Investor Indemnified Person or its Affiliate to perform any covenant in this Agreement with respect to the sale of the Company; or Shares, (iviii) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach inaccuracy of any representation and/or or warranty made by the Company such Investor Indemnified Person or its Affiliate in this Agreement or arise out (iv) the gross negligence or willful misconduct of such Investor Indemnified Person or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofits Affiliate.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Fund, the Adviser and the Underwriter and each of its trustees/directors , directors, trustees and officers, and each person, if any, who controls the Fund Fund, the Adviser or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares of the Designated Portfolios or the Contracts; and: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Actan offering memorandum, if any), or SAI for the Contracts or contained in the Contracts 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, 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 Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (ii) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include an offering memorandum, if any), or SAI covering insurance products sold by the Company or any insurance company which is an affiliate thereof, or any amendments or supplements thereto, 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 Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI covering insurance products sold by the Company or any insurance company which is an affiliate thereof, or any amendments or supplements thereto; or (iii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, or any affiliate thereof, with respect to the sale or distribution of the Contracts or Fund Shares; or (iiiiv) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (ivv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 Article VI of this Agreement); or (vvi) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b8.1(b), 8.1(c) and 7.1(c8.1(d) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company from any liability that it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Company has been materially prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties' written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from the Company to such party of the Company'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 Company 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, but, in case the Company does not elect to assume the defense of any such suit, the Company will reimburse the Fund, such officers, trustees and directors or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them. (d) The Indemnified Parties will promptly notify the Company 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 operation of the Fund.

Indemnification by the Company. (a7.1(a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 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 a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. 7.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of 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 its obligations or duties under this Agreement. 7.1(c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’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 Company 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. 7.1(d) The Indemnified Parties will promptly notify the Company 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 operation of the Fund.

Indemnification by the Company. 10.1 (a) The ). Each Company agrees to shall indemnify and hold harmless the Fund Trust and the Underwriter and each of its trustees/the Trustees, directors and of the Underwriter, officers, employees or agents of the Trust or the Underwriter and each person, if any, who controls the Fund Trust or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.110.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Companysuch Company which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in a Registration Statement, Prospectus or Statement of Additional Information or, in the registration statement, prospectus (which shall include a written description case of a Contract that is Contracts not registered under the 1933 Act), private placement memoranda or SAI similar offering documents, for the Contracts issued by the Company or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the such Company by or on behalf of the Fund Trust for use in the registration statementRegistration Statement, prospectus Prospectus or SAI Statement of Additional Information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the registration statement, prospectus, SAITrust's Registration Statement or Prospectus, or in sales literature of the Fund for Trust shares not supplied by such Company, or persons under its control) made by, or unlawful conduct of, the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund SharesTrust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementRegistration Statement, prospectus, SAIProspectus, or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund Trust or the Underwriter by or on behalf of the such Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the such Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b10.1 (b) and 7.1(c10.1 (c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless each of the Fund Funds and the Underwriter Distributor and each of its their trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter Fund or the Distributor (collectively, the “"Indemnified Parties” " for purposes of this Section 7.19.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Distributor specifically for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s 's authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; Contracts, or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany specifically for use therein; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b9.1(b) and 7.1(c9.1(c) hereof.

Indemnification by the Company. (a) The Subject to the entry of the Approval Order by the Bankruptcy Court, following the date hereof, the Company agrees to shall indemnify and hold harmless the Fund each Investor, their respective Affiliates, shareholders, general partners, members, managers, equity holders and the Underwriter their respective Representatives, agents and each of its trustees/directors controlling persons from and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities and reasonable expenses (including amounts paid any legal or other expenses reasonably incurred in settlement connection with the written consent of the Company) defending or litigation (including legal and other expensesinvestigating any action or claim as to which it is entitled to indemnification hereunder as such expenses are incurred), to which the Indemnified Parties may become subject under any statute joint or regulationseveral (collectively, at common law or otherwise, insofar as “Losses”) that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise Person incurred arising out of or are based upon in connection with any untrue statement or alleged untrue statements of any material fact contained in the registration statementthird party claim (not including, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts avoidance of doubt, any claim by any other Investor, any Related Purchaser, any Ultimate Purchaser or contained in the Contracts or sales literature any of their respective Affiliates, but including, for the Contracts (or avoidance of doubt, any amendment or supplement to claim by any Affiliate of the Company other than any of the foregoing)) against any such Person (in every case, or arise other than any third party claim arising 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 to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with any action taken by any Investor in opposition to (x) the sale of the Contracts Plan or Fund shares; or (iiy) 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 Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution pursuit of the Contracts Claims Conversion Sub-Plan) in connection with (a) the Rights Offering, this Agreement, any amendment, supplement, change or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund or any amendment thereof or supplement thereto modification hereto 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 reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure transactions contemplated by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional Rights Offering or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or , (vb) arise out of or result from any material breach the failure of any representation and/or or warranty made by the Company in this Agreement or arise out to be true and correct as of or result from any other material breach the date of this Agreement and as of the Effective Date, or (c) any breach by the Company; as limited Company of any covenant or agreement contained in this Agreement, in each case, whether or not the Rights Offering, the Plan or the other transactions contemplated by and in accordance with this Agreement or the provisions of Sections 7.1(bPlan are consummated or this Agreement is terminated. Notwithstanding the foregoing, the Company shall not be obligated to indemnify any Investor pursuant to this Section 9.1(a) and 7.1(c) hereofthat has breached its obligations under the Plan Support Agreement.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Fund, the Distributor and the Underwriter Fund’s adviser and each of its their respective officers and directors or trustees/directors , employees and officers, agents and each person, if any, who controls the Fund Fund, Distributor or Underwriter Fund’s adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.18.1) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses)) (collectively, a “Loss”) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities Loss is related to the sale or expenses (acquisition of the Fund’s shares or actions in respect thereof) or settlementsthe Contracts and: (i) arise arises out of or are is based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a any Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing)materials, 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 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 Company by or on behalf of the Fund Fund, Distributor, or Fund’s adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) Contract materials or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise arises 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 materials not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Sharesshares; or (iii) arise arises out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementany Fund materials, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading misleading, if such a statement or omission was made in reliance upon and conformity with information furnished in writing to the Fund by or on behalf of the Company; or (iv) arise arises as a result of any material failure by the Company to perform the obligations, provide the services services, and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise arises out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise arises out of or result from any other material breach of this Agreement by the Company; , including without limitation Section 2.10 and Section 6.7 hereof, as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any Loss to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or 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 any of the Indemnified Parties. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action, and unless the Indemnified Parties release the Company from any further obligation under this Section 8.1 with respect to such claim(s), the Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Company to such Party of the Company’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 Company 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) Each Indemnified Party will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the Agreement, the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.

Indemnification by the Company. (a) The As limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof, the Company agrees to indemnify and hold harmless the Fund and each trustee of the Underwriter Board and each of its trustees/directors and officers, officers and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or or, actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, Registration Statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, Registration Statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus, SAI, prospectus or sales literature of the Fund not supplied by the Company Company, or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its 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 a registration statementRegistration Statement, prospectus, SAI, or sales literature of the Fund 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 statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the CompanyCompany specifically for such purpose; or (iv) arise as a result of any a material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund Trust and the Underwriter Distributor and each of its their trustees/, directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter the Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 7.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Funds’ Shares or the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statements of any material fact contained in the registration statement, statement or prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts 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, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund Trust for use in the registration statement, statement or prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, prospectus or sales literature of the Fund Trust not supplied by the Company or persons under its controlcontrol and other than statements or representations authorized by the Trust or the Distributor) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund Trust 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 statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund Trust or the Distributor by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (v) arise out of or result from any material breach of any representation representation, warranty and/or warranty agreement made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; , as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof. (b) The Company 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. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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, except to the extent that the Company has been materially prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Party’s written consent, include any factual stipulation related to the Indemnified Party or its conduct. After notice from the Company to such party of the Company’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 Company 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, but, in case the Company does not elect to assume the defense of any such suit, the Company will reimburse the Indemnified Party in such suit, for the reasonable fees and expenses of any counsel retained by it. (d) The Indemnified Parties will promptly notify the Company 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 operation of the Trust.

Indemnification by the Company. (a) The Company agrees to indemnify and hold harmless the Fund and the Underwriter Trust, MFS, any affiliates of MFS, and each of its their respective directors/trustees/directors and officers, officers and each person, if any, who controls the Fund Trust or Underwriter MFS within the meaning of Section 15 of the 1933 Act Act, and any agents or who is under common control with employees of the Underwriter foregoing (each an "Indemnified Party," or collectively, the “"Indemnified Parties” " for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), reasonable counsel fees) to which the an Indemnified Parties Party may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Shares or the Policies and: (ia) arise out of or are based upon any untrue statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus (which shall include a written description or statement of a Contract that is not registered under the 1933 Act), or SAI additional information for the Contracts Policies or contained in the Contracts Policies or sales literature or other promotional material for the Contracts Policies (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission commission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Fund Trust or MFS for use in the registration statement, prospectus or SAI for statement of additional information fo the Contracts Policies or in the Contracts Policies or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, statement of additional information or sales literature or other promotional material of the Fund Trust not supplied by the Company or this designee, or persons under its controlcontrol and on which the Company has reasonably relied) or wrongful conduct conduc of the Company or its agents or persons under the Company’s authorization or its control, with respect to the sale or distribution of the Contracts Policies or Fund Shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, SAIstatement of additional information, or sales literature or other promotional literature of the Fund Trust, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such a statement or omission was made in reliance upon information furnished to the Fund Trust by or on behalf of the Company; or (iv) arise as a result of any material failure by the 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 comply with the qualification requirements specified in Section 2.6 of this Agreement); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or (e) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofthis Article VIII.