Common use of INDEMNIFICATION BY THE TRUST AND THE ADVISER Clause in Contracts

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel feesfees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, relating to the Sub-Adviser's act(s) or omission(s) in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel feesfees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, relating to the Sub-Adviser's act(s) or omission(s) in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel feesfees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, relating to the Sub-Adviser’s act(s) or omission(s) in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel feesfees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, relating to the Sub-Adviser’s act(s) or omission(s) in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 11 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel feesfees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, relating to the Sub-Adviser's act(s) or omission(s) in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the Fundsa Fund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, ; (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, ; or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 11 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable WELLS FARGO MASTER TRUSX -- INTERNATIONAL GROWTH PORTFOLIO counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel feesfees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, relating to the Sub-Adviser's act(s) or omission(s) in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents. Section 17.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 11 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) Xxxxx Fargo Master Trust -- International Growth Portfolio hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, ; (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, ; or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents. Section 17.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 11 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable 9 INTERNATIONAL GROWTH WELLS FARGO MASTER TRUSX -- INTERNATIONAL GROWTH PORTFOLIO counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

INDEMNIFICATION BY THE TRUST AND THE ADVISER. In Provided that the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part conduct of the Sub-Adviser or any Adviser, its partners, employees, affiliates and agents is consistent with the Standard of its officers, directors, employees or agentsCare described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel feesfees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, relating to the Sub-Adviser’s act(s) or omission(s) in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds Fund or other securities, undertaken by the FundsFund, their its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.. >