Common use of Indemnification By the Fund Clause in Contracts

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its the Company's directors, officers, employees employees, or agents and each person, if any, who controls or is associated with the Company within the meaning of section 15 of such terms under the 1933 Act federal securities laws (collectively, the "INDEMNIFIED PARTIESindemnified parties" for purposes the purpose of this Section 6.38.3) against any and all losses, claims, damages, or liabilities (including amounts paid in settlement with the written consent of the Fund) ), or litigation (including reasonable legal and other expenses) to which the Indemnified Parties they or any of them may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls the Company within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements settlements, are related to the sale or acquisition operations of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents trustees and directors and each person, if any, who controls the Company within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIESIndemnified Parties" for purposes of this Section 6.38.3) against any and all losses, claims, damages, liabilities liabilities, joint or several (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) ), to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition operation of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIESIndemnified Parties" for purposes of this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of section 15 of such terms under the 1933 Act federal securities laws (collectively, the "INDEMNIFIED PARTIESindemnified parties" for purposes the purpose of this Section 6.38.3) against any and all losses, claims, damages, damages or liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties they or any of them may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of section 15 of such terms under the 1933 Act federal securities laws (collectively, the "INDEMNIFIED PARTIESindemnified parties" for purposes of this Section 6.38.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts andsettlements:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls the Company within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.38.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements settlements, are related to the sale or acquisition operations of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) 8.3(a). The Fund agrees to indemnify and hold harmless the Company , and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls the Company within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIESIndemnified Parties" for purposes of this Section 6.3a-3) against any Any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Trustees or any member thereof, are related to the sale or acquisition operations of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.37.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios Shares or the Contracts and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 such term under the federal securities laws and any director, officer, employee or agent of the 1933 Act foregoing (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.38.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements settlements, are related to the sale or acquisition operations of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.3) against any an y and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent con sent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties Patties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls the Company within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIESIndemnified Parties" for purposes of this Section 6.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements settlements, are related to the sale or acquisition operations of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale sales or acquisition of the shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls the Company within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation actions in respect thereof (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, claims damages, liabilities or expenses (or actions action in respect thereof) or settlements resulting from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the sale or acquisition operations of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of section 15 of such terms under the 1933 Act federal securities laws (collectively, the "INDEMNIFIED PARTIES" “indemnified parties” for purposes of this Section 6.38.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts andsettlements:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directorsdirectors , officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and:;

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.36.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of section 15 of such terms under the 1933 Act federal securities laws (collectively, the "INDEMNIFIED PARTIESindemnified parties" for purposes the purpose of this Section 6.38.3) against any and all losses, claims, damages, damages or liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties they or any of them may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and:liabilities

Indemnification By the Fund. (a) 8.3(a). The Fund agrees to indemnify and hold harmless the Company Companion and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls the Company Companion within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIESIndemnified Parties" for purposes of this Section 6.38.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) ), or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities liabilities, or expenses (or actions in respect thereof) or settlements settlements, are related to the sale or acquisition operations of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and officers and each person, if any, who controls the Company within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" “Indemnified Parties” for purposes of this Section 6.37.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund, which consent shall not be unreasonably withheld) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of the Portfolios or the Contracts and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls the Company within the meaning of section Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIESIndemnified Parties" for purposes of this Section 6.38.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to payor may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements settlements, are related to the sale or acquisition operations of the shares of the Portfolios or the Contracts Fund and:

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its affiliates, directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and: