Common use of Indemnification by the Trust Clause in Contracts

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or its affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the TrustTrust or its affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the "Indemnified Parties" for purposes of this Article V) 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 prior written consent of the Trust) Trust in settlement of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for the Trust Registration Statement, Trust Prospectus (or any amendment or supplement thereto), (collectively, "Trust Documents" for ) or sales literature or other promotional material of the purposes of this Article V)Trust, 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 indemnity 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 was accurately derived from written in conformity with information furnished in writing by the Company to the Trust by or on behalf of the Company for use in the Trust Documents Registration Statement, Trust Prospectus (or any amendment or supplement thereto) or sales literature for the Trust or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements are based upon any untrue statement or representations alleged untrue statement of a material fact made by the Trust (other than statements or representations contained in and accurately derived from Company Documentsthe Trust Registration Statement, Trust Prospectus or sales literature or other promotional material of the Trust not supplied by the Distributor or the Trust or persons under their control) or wrongful conduct of the Trust or persons under its control, control with respect to the sale or acquisition distribution of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment 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 statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Trust to the Company by (or a person authorized in writing to do so on behalf of the Trust); or (d) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in Sections 2.4 and 6.1 in Article VI of this Agreement; and (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the Contracts Prospectuses); or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust 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 which the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Trustparty seeking indemnification.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. (b) The Trust shall not be liable under the 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 or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "“Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, expenses or liabilities: (a) arise out of or are based upon any untrue statements statement of any material fact or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.5 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the the. Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including including. the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in -in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or -or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary necessary' to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "“Company Indemnified Parties" ” for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "“Losses"”), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "“Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or its affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the TrustTrust or its affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Company Indemnified Parties" ” for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trustindemnified party) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "“Losses"”), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "the “Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in the Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust the Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from the Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust the Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust (including Section 7.1 hereof), as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. (b) The Trust shall not be liable under the indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party for willful misfeasance, bad faith, or gross negligence or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. (b) The Trust shall not be liable under the 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 16 faith, or gross negligence or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. (b) The Trust shall not be liable under the 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 or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. (a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. (b) The Trust shall not be liable under the 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 or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. The Trust agrees to indemnify and hold ---------------------------- harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. (a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Adviser, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, expenses or liabilities: (a) arise out of or are based upon any untrue statements statement of any material fact or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity obligation 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 was accurately derived from written in conformity with information furnished in writing by the Company to the Trust by or on behalf of the Company Distributor for use in the Trust Documents Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in Company Documents a Contract Registration Statement, Contract Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Trust to the Company by Company; or (c) arise out of or on behalf are based upon wrongful conduct of the TrustTrust or its Trustees or officers with respect to the sale of Trust Shares; or (d) arise out as a result of or result from any material failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.9 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorssuch Company, officers, employees and agents and each person, if any, who controls the such Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 10.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the a Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Shares; shares: or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 10.3(b) and 10.3(c) hereof. (b) The Trust shall not be liable under the 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 negligence or by reason of such Indemnified Party's failure to fulfill its obligations and duties under this Agreement or to such Company, the Trust, the Underwriter or each Account, whichever is applicable. (c) The Trust 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 Trust 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 of such claim. Failure to notify the Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust'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 Trust 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) Each Company agrees promptly to notify the Trust of the commencement of any litigation or proceedings against it or any of its officers or, directors, in connection with this Agreement, the issuance or sale of the Contracts or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. A. The Trust agrees to indemnify and hold harmless the Company Hartford and each of its directors, officers, employees and agents and each person, if any, who controls the Company Hartford within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Article VSection 7.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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 LossesLosses are related to the sale or acquisition of the Series shares or the Contracts and: (a) arise 1. Arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for the any Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V), Documents 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 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 was accurately derived from written information furnished to the Trust Trust, the Adviser, or the Distributor by or on behalf of the Company Hartford for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust SharesSeries shares; or (b) arise 2. Arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust SharesSeries shares; or (c) arise 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents Documents, 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company Hartford by or on behalf of the Trust; or (d) arise 4. Arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise 5. Arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or 6. Arise out of a material error in the calculation or reporting of net asset value per share, dividend or capital gain information whether or not reported to Hartford. B. The Trust shall not be liable under this indemnification provision with respect to any Losses which are due to an 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 Hartford or the Separate Account, whichever is applicable. C. The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust shall be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Trust 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 shall promptly notify the Trust of the commencement of any litigation or proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of a Separate Account.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company, the principal underwriter for the Company Contracts and each of its directors, officers, employees their directors and agents officers 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 Article VSection 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in sales literature or other promotional material for the Trust Contracts (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or; (dii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required to be provided or furnished by it under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (eiii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) The Trust 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 by 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. (c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Trust to such party of the Trust’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 Trust 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 Company and the Distributor agree promptly to notify the Trust of the commencement of any material litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, with respect to the operation of the Account, in connection with the issuance or sale of the Contracts or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company Company, its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "“Company Indemnified Parties" ” for purposes of this Article VVI) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "“Losses"”), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "“Trust Documents" ” for the purposes of this Article VVI), 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or its affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the TrustTrust or its affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. (b) The Trust shall not be liable under the 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 or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable. (c) The Trust shall not be liable under this indemnification provision with respect to any claim made against any Indemnified Party unless such Indemnified Party shall have notified the Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust'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 Trust 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 Company agrees promptly to notify the Trust of the commencement of any litigation or proceedings against it or any of its officers or, directors, in connection with this Agreement, the issuance or sale of the Contracts or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 9.4(a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "“Indemnified Parties" ” and individually, “Indemnified Party,” for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof. 9.4(b) The Trust 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 may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement. 9.4(c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust’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 Trust 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 then reasonable costs of investigation. 9.4(d) The Company agrees to promptly notify the Trust of the commencement of any litigation or proceedings against it or any of the Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of each Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 9.4(a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Adviser, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof. 9.4(b) The Trust 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 may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement. 9.4(c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust'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 Trust 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 then reasonable costs of investigation. 9.4(d) The Company agrees to promptly notify the Trust of the commencement of any litigation or proceedings against it or any of the Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of each Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of or violation of federal or state law by the Trust or its Trustees or officers or persons under its control with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust or its Trustees or officers or persons under its control to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or; (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in of this Agreement or persons under its control (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); (f) arise out of any unauthorized use of the names or trade names of the Company; or (g) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate, provided the foregoing shall not apply where such miscalculation or report is the result of (i) incorrect information supplied by or on behalf of the Company or any other material breach Participating Company to the Trust or the Distributor, or (ii) circumstances outside the Trust's or the Distributor's control.] it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or otherwise or as to which the Company failed to inform the Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "“Indemnified Parties" ” and individually, “Indemnified Party,” for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Adviser, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "“Indemnified Parties" ” and individually, “Indemnified Party,” for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Adviser, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company Company, its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or its affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the TrustTrust or its affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach - whether or not material - of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of; any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in of this Agreement or (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); (f) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share within the Trust’s or the Distributor’s control which are not the fault of the Company, provided the foregoing shall be limited to reasonable administrative costs or losses associated with correcting the underlying Contract Owner accounts. it being understood that in no way shall the Trust be liable to the Company with respect to any other material breach violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or otherwise or as to which the Company failed to inform the Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company Company, the Underwriter, their respective affiliates and each of its their respective directors, officers, employees and agents and each person, if any, who controls the Company Company, the Underwriter or any of their respective affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or its affiliates by or on behalf of the Company Company, the Underwriter or their respective affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company Company, the Underwriter or their respective affiliates by or on behalf of the TrustTrust or its affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including amounts paid any investigative, legal and other expenses reasonably incurred in settlement connection with, and with the written consent of the Trust) Trust any amounts paid in settlement of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished to the Company Trust or the Distributor in writing by or on behalf of the TrustCompany for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust or on its behalf to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this AgreementAgreement including, but not limited to, any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 9.2(d) as an "error"); provided, that the foregoing shall not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Trust or the Distributor, and shall be limited to (i) reasonable administrative costs necessary to correct such error, (ii) amounts which the Company has overpaid Contact Owners as a result of such error and which the parties agree it is unreasonable to recoup from such Contract Owners; and (iii) amounts which the Company has paid out of its own resources to make Contract Owners whole as a result of such error; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law to which it may be subject but of which it is unaware. This indemnification is in addition to any liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification. Any loss, claim, damage or liability that may arise out of or result Sections 5.7 and 10.7 and Article XIV hereof are excluded from any other material breach of indemnification under this Agreement by the TrustSection 9.2.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorssuch Company, officers, employees and agents and each person, if any, who controls the such Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 10.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information 15 furnished to the Underwriter or Trust by or on behalf of the a Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 10.3(b) and 10.3(c) hereof. (b) The Trust shall not be liable under the 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 negligence or by reason of such Indemnified Party's failure to fulfill its obligations and duties under this Agreement or to such Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. A. The Trust agrees to indemnify and hold harmless the Company Hartford and each of its directors, officers, employees and agents and each person, if any, who controls the Company Hartford within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Article VSection 7.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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 LossesLosses are related to the sale or acquisition of the Series shares or the Contracts and: (a) arise 1. Arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for the any Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V), Documents 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 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 was accurately derived from written information furnished to the Trust Trust, the Adviser, or the Distributor by or on behalf of the Company Hartford for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust SharesSeries shares; or (b) arise 2. Arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust SharesSeries shares; or (c) arise 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents Documents, 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company Hartford by or on behalf of the Trust; or (d) arise 4. Arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; : or (e) arise 5. Arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust. B. The Trust shall not be liable under this indemnification provision with respect to any Losses which are due to an 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 Hartford or the Separate Account, whichever is applicable, C. The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust shall be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Trust 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.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article VSection 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus, statement of additional information, or prospectus for sales literature or other promotional materials of the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its designee by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (f) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Portfolio. With respect to net asset value information, the Trust will make a determination, in accordance with Securities and Exchange Commission guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust, including, but not limited to, Acts of God, fires, electrical or phone outages.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trustindemnified party) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, the "Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in the Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust the Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from the Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust the Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information :furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Except to the extent provided in Sections 5.5 and 5.6, the Trust agrees to indemnify and hold harmless the Company and Distributor, each of its their directors, officers, employees and agents and each person, if any, who controls the Company or the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus Prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company or persons under its control for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the TrustTrust or persons under its control; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) Trust in settlement of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, expenses or liabilities: (a) arise out of or are based upon any untrue statements statement of any material fact or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 or 6.2 of this Agreement and any warranties contained in Article III hereof); (f) Arise out of any failure to process a request for redemption or purchase of Trust shares or payment therefore on a timely basis in accordance with the procedures set forth in Article II, or any unauthorized use of the names or trade names of the Company; it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.5 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust agrees to indemnify indemnify, defend and hold harmless the Company and each of Sierra Services, its officers, directors, officersagents, employees employees, and agents and each person, if any, any person who controls the Company Sierra Services within the meaning of Section 15 of the 1933 Act (Sierra Services and such persons, collectively, the "Sierra Services Indemnified Parties" for purposes of this Article V) Persons"), free and harmless from and against any and all losses, claims, damagesdemands, liabilities (including amounts paid in settlement with the written consent of the Trust) or and expenses (including the reasonable costs cost of investigating or defending such claims, demands or liabilities and any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectivelythat any Sierra Services Indemnified Person may incur under the 1933 Act, "Losses"), to which the Indemnified Parties may become subject under any statute 1940 Act or regulation, or at common law or otherwise, insofar as such Losses: (a) arise arising out of or are based upon any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in any Registration Statement or Prospectus relating to Shares of the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V)Trust, or arise arising out of or are based upon the any omission (or the alleged omission omission) to state therein a material fact required to be stated therein in any Registration Statement or Prospectus relating to Shares of the Trust, or necessary to make the statements therein in such Registration Statement or Prospectus not misleading, or arising out of or based upon the Trust's material breach of this Agreement; provided, however, that the Trust's agreement to indemnify Sierra Services Indemnified Persons shall not be deemed to cover any claims, demands, liabilities or expenses arising out of or based upon any statements or representations made by Sierra Services or its representatives or agents other than such statements and representations as are contained in any Registration Statement or Prospectus and in such financial and other statements regarding the Shares as are furnished to Sierra Services pursuant to Sections 5a and 6b of this Agreement; provided further, that the Trust's agreement to indemnify Sierra Services and the Trust's representations and warranties hereinbefore set forth in Section 8 of this Agreement shall not be deemed to cover any liability to the Trust or its shareholders to which Sierra Services would otherwise be subject by reason of Sierra Services' willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of Sierra Services' reckless disregard of its obligations and duties under this Agreement; and provided further, that this Section 9 shall apply to all acts or omissions by the parties hereto that occur on or after the date first written above and the indemnification provisions of this Agreement shall apply to all acts or omissions by the parties hereto that occur prior to such date. The Trust's agreement to indemnify Sierra Services Indemnified Persons is expressly conditioned upon such Sierra Services Indemnified Person's notifying the Trust, or causing the Trust to be notified, of any action brought against such Sierra Services Indemnified Person, such notification to be given by letter, telegram, telecopy or facsimile addressed to the Trust at its principal office, within ten (10) days after the summons or other first legal process shall be served; provided that this indemnity the failure to provide such notification within such time limit shall limit the Trust's obligation to indemnify such persons only to the extent such failure causes prejudice to the interests of the Trust with respect to such action. The failure so to notify the Trust of any such action shall not apply as relieve the Trust from any liability that the Trust may have to the person against whom such action is brought by reason of any Indemnified Party if such untrue (or alleged untrue) statement or omission (or such alleged statement or omission was omission) otherwise than on account of the Trust's indemnity agreement contained in this Section 9a. The Trust's indemnification agreement contained in this Section 9a and the Trust's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made in reliance upon and was accurately derived from written information furnished to the Trust by or on behalf of any Sierra Services Indemnified Person, and shall survive the Company for use in Trust Documents or otherwise for use in connection with the sale delivery of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its controlany Shares and, with respect to the sale or acquisition of extent permitted by law, the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms termination of this Agreement; or (e) arise out . This agreement of indemnity will inure exclusively to the benefit of Sierra Services Indemnified Persons and their respective estates or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trustsuccessors, as applicable.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. 9.4(a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, including, without limitation, the failure to operate as a regulated investment company under Subchapter M of the Code and the failure to comply with the diversification requirements if Section 817(h) of the Code and the regulations promulgated thereunder; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. (b) The Trust shall not be liable under the 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 or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 such terms under the l 933 Act or 1940 Act and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the "Indemnified Parties" for purposes of this Article V) 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares: or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished m writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any directors, officers, employees and agents of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or statement of additional information for the Trust or prospectus for any sales literature generated or approved by the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement, including, but not limited to, any material (based on current standards of the Securities and Exchange Commission) errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company Company, its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or its affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the TrustTrust or its affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or; (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (f) arise out of the failure of the Trust or any Portfolio to comply with the diversification requirements set forth in Section 817(h) of the Code or to qualify as a "regulated investment company" under Subchapter M of the Code.

Indemnification by the Trust. 9.4(a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. The Trust agrees to shall indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) the foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, Trust Prospectus or prospectus for sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished in writing by the Company to the Trust by or on behalf of the Company for use in the Trust Documents Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Trust to the Company by Company; or (c) arise out of or on behalf are based upon wrongful conduct of the TrustTrust or persons under its control (or subject to its authorization) with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust or persons under its control (or subject to its authorization) to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of persons under its control (or result from any other material breach subject to its authorization) of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof). This indemnification will be in addition to any liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Trustparty seeking indemnification.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, expenses or liabilities: (a) arise out of or are based upon any untrue statements statement of any material fact or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity obligation 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 was accurately derived from written in conformity with information furnished in writing by the Company to the Trust by or on behalf of the Company Distributor for use in the Trust Documents Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in Company Documents a Contract Registration Statement, Contract Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in strict conformity with and in reasonable reliance upon and accurately derived from written information furnished in writing by the Trust to the Company by Company; or (c) arise out of or on behalf are based upon wrongful conduct of the TrustTrust or its Trustees or officers with respect to the sale of Trust Shares; or (d) arise out as a result of or result from any material failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.9 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or; (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); or (f) arise out of any breach of any warranties contained in Article III hereof, any failure to honor a request for redemption or purchase of Trust shares or payment therefor on a timely basis in accordance with the procedures set forth in Article II, or any unauthorized use of the names, trade names or trademark of the Trust or the Distributor. it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and (i) each of its directorsHolder, officers, employees and agents and (ii) each person, if any, who controls the Company (within the meaning of Section 15 the Securities Act or the Exchange Act) a Holder (any of the 1933 Act persons referred to in this clause (collectivelyii) being hereinafter referred to as a “Controlling Person”), and (iii) the "respective officers, directors, partners, employees, representatives and agents of each Holder or any Controlling Person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Parties" for purposes of this Article VParty”), as follows: (i) from and against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damageliability, liability or damage and expense and reasonable legal counsel fees incurred in connection therewith) (collectivelywhatsoever, "Losses")as incurred, to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise arising out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statement or prospectus for the Trust any Registration Statement (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V)) including all documents incorporated therein by reference, 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 therein, not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement misleading or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise arising out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, if such settlement is effected with the written consent of the Trust (which consent shall not be unreasonably withheld); (iii) from and against any and all expenses whatsoever (including reasonable fees and disbursements of counsel), as incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; and (iv) provided that such indemnity pursuant to this Section 6(a) shall not (A) inure to the benefit of the Holder (or any Controlling Person thereof) to the extent that any such loss, claim, liability, damage or expense arises out of such Holder’s failure to send or give a copy of the final Prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Shares to such person if such statement or omission was corrected in such final Prospectus and copies of such final Prospectus were timely delivered to the Holder or (B) apply to the Holder with respect to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and accurately derived from written in conformity with information furnished to the Company Trust by such Holder expressly for use in any Registration Statement (or on behalf of the Trust; or any amendment thereto) or any Prospectus (d) arise out of or result from any failure by the Trust to provide the services amendment or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trustsupplement thereto).

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Except to the extent provided in Sections 5.4 and 5.5, the Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company or persons under its control for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the TrustTrust or persons under its control; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in sales literature for the Trust to the extent such sales literature relates to the Trust and was generated or approved by the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the TrustTrust for use in Company Documents; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article VV.) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in sales literature generated or approved by the Trust or on behalf of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article VV.), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "“Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers 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 Article VSection 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for the Trust or SAI or sales literature of a Portfolio (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Adviser or Trust by or on behalf of the Company for use in Trust Documents the registration statement, prospectus or SAI for a Portfolio or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from of statements or representations by or on behalf of the Trust (other than statements or representations contained in and accurately derived from Company Documentsthe registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Trust or the Adviser) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust SharesPortfolio shares; or (ciii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (div) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Trust; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. (b) The Trust 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 Company or the Account, whichever is applicable. (c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Trust to such party of the Trust’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 Trust 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 Company agrees promptly to notify the Trust of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of a Portfolio.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article VVI) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "Trust Documents" for the purposes of this Article VVI), 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or its affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the TrustTrust or its affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees employees, and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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 LossesLosses are related to the sale or. acquisition of the Contracts or Trust shares and: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Advisor or the Trust by or on behalf of the Insurance Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares and; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Insurance Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust SharesPortfolio shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Insurance Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Insurance Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the advisor or the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Advisor or the Trust in this Agreement or arise out of or a result from any other material breach of this Agreement by the Advisor or the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 the Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V), or arise out of or are based upon the omission or of 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 7.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Adviser, the Company, the Transfer Agent, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 7.4(b) and 7.4(c) hereof.

Indemnification by the Trust. A. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Article VSection 7.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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 LossesLosses are related to the sale or acquisition of the Series shares or the Contracts and: (a) arise 1. Arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for the any Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V), Documents 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 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 was accurately derived from written information furnished to the Trust Trust, the Adviser, or the Distributor by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust SharesSeries shares; or (b) arise 2. Arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust SharesSeries shares; or (c) arise 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents Documents, 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise 4. Arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise 5. Arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or 6. Arise out of a material error in the calculation or reporting of net asset value per share, dividend or capital gain information whether or not reported to the Company. B. The Trust shall not be liable under this indemnification provision with respect to any Losses which are due to an 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 11 disregard of obligations and duties under this Agreement or to the Company or the Separate Account, whichever is applicable. C. The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust shall be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Trust 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 shall promptly notify the Trust of the commencement of any litigation or proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of a Separate Account.

Indemnification by the Trust. 9.4(a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "“Indemnified Parties" ” and individually, “Indemnified Party,” for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Adviser, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof. 9.4(b) The Trust 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 may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement. 9.4(c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust’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 Trust 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 then reasonable costs of investigation. 9.4(d) The Company agrees to promptly notify the Trust of the commencement of any litigation or proceedings against it or any of the Indemnified Parties in connection with this Agreement, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V), or arise out of or are based upon the omission or the then 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the the, statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article VSection 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus, statement of additional information, or prospectus for sales literature or other promotional materials of the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "“Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its designee by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (f) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Portfolio. With respect to net asset value information, the Trust will make a determination, in accordance with Securities and Exchange Commission guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust, including, but not limited to, Acts of God, fires, electrical or phone outages.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the a registration statement or statement, prospectus for and Statement of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the registration statement, prospectus, or Statement for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. (b) The Trust shall not be liable under the 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 or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. 9.3 (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. 9.3 (b) The Trust shall not be liable under the 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 or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable. 9.3 (c) The Trust shall not be liable under this indemnification provision with respect to any claim made against any Indemnified Party unless such Indemnified Party shall have notified the Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust'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 Trust 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.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "“Company Indemnified Parties" ” for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "“Losses"”), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or the Portfolios or any advertising or sales literature provided by the Trust or its designees (or any amendment or supplement theretoto any of the foregoing), (collectively, "“Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust Parties or their affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from material false or misleading statements or representations material breach of a representation (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct the gross negligence or willful misconduct of the Trust Trust, or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 materially misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the TrustTrust or its affiliates or designees; or (d) arise out of or result from any material failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. (a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers 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 Article VSection 7.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or SAI or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (bii) arise out of or as a result from of statements or representations by or on behalf of the Trust or the Underwriter (other than statements or representations contained in and accurately derived from Company Documentsthe registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Trust or the Underwriter) or wrongful conduct of the Underwriter or the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust Sharesshares; or (ciii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Underwriter or the Trust; or (div) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Trust; as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c) hereof. The parties acknowledge that the Trust's indemnification obligations under this Section 7.3 are subject to applicable law. The Company agrees that, in the event an obligation to indemnify exists pursuant to Section 7.3 as well as Section 7.2 hereof, it will seek satisfaction under the indemnification provisions of Section 7.2 before seeking indemnification under this Section 7.3.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), Losses to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust Trust, the Underwriter, or their affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under their control (including, without limitation, its controlemployees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the Trust, Underwriter, Adviser, or their affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. (a) The Trust agrees to shall indemnify and hold harmless the Company and each of its directorsCompany, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (eii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof. (b) The Trust shall not be liable under the 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 or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. The Trust agrees to indemnify and ---------------------------- hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any directors, officers, employees and agents of the foregoing (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or statement of additional information for the Trust or prospectus for any sales literature generated or approved by the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement, including, but not limited to, any material (based on current standards of the Securities and Exchange Commission) errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company Company, its affiliates and each of its directors, officers, employees and agents and each person, if any, who controls the Company or any of its affiliates within the meaning of Section 15 of the 1933 Act (collectively, the "“Company Indemnified Parties" ” for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "“Losses"”), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in advertising or sales literature for the Trust (or any amendment or supplement theretoto any of the foregoing), (collectively, "“Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or its affiliates by or on behalf of the Company or its affiliates for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the negligent or wrongful conduct of the Trust or persons under its controlcontrol (including, without limitation, its employees), in connection with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company or its affiliates by or on behalf of the TrustTrust or its affiliates; or (d) arise out of or result from any failure by the Trust to perform the obligations, provide the services or furnish the materials required under the terms of this Agreement; or; (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (f) arise out of the failure of the Trust or any Portfolio to comply with the diversification requirements set forth in Section 817(h) of the Code or to qualify as a “regulated investment company” under Subchapter M of the Code.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "“Indemnified Parties" ” and individually, “Indemnified Party,” for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement statement, prospectus, SAI or prospectus for sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Adviser, the Company or the Administrator for use in the registration statement, prospectus or SAI for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any material failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement (including a failure of the Trust, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in this Agreement); or (eiv) 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 Trust not supplied by the Trust, Adviser or Administrator, or persons under its control) or unlawful conduct of the Trust or persons under its control, with respect to the sale or distribution of the Trust shares; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof; or (vi) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers 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 Article VSection 10.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or SAI or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Adviser or Trust by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (bii) arise out of or as a result from of statements or representations by or on behalf of the Trust or the Adviser (other than statements or representations contained in and accurately derived from Company Documentsthe registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Trust or the Adviser) or wrongful conduct of the Adviser or the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust Sharesshares; or (ciii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Adviser or the Trust; or (div) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Trust; as limited by and in accordance with the provisions of Sections 10.3(b) and 10.3(c) hereof. (b) The Trust 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 Company or the Account, whichever is applicable. (c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Trust to such party of the Trust’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 Trust 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 Company agrees promptly to notify the Trust of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. (a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, including, without limitation, the failure to operate as a regulated investment company under Subchapter M of the Code and the failure to comply with the diversification requirements if Section 817(h) of the Code and the regulations promulgated thereunder; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof. (b). The Trust 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 may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust or in sales literature generated or approved by the Trust or its investment adviser on behalf of the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "“Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the 1933 Act foregoing (collectively, the "Indemnified Parties" for purposes of this Article VSection 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the TrustTrust which consent may not be unreasonably withheld) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewithand other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or statute, regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Trust and: (a1) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus or statement or prospectus of additional information for the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Distributor or Trust by or on behalf of the Company for use in the registration statement, prospectus, or statement of additional information for the Trust Documents (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e2) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; except to the extent provided in Sections 8.3(b) and 8.4 hereof. (b) No party will be entitled to indemnification under Section 8.3(a) if the loss, claim, damage, liability or litigation for which indemnification is sought 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 and duties under this Agreement by such party. (c) The Indemnified Parties will promptly notify the Trust of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"),, to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, the "Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in the Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust the Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from the Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust the Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) Trust in settlement of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company Trust or the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by or on behalf of the TrustTrust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust (or persons under its control) or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust (or persons under its control) to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach by the Trust (or persons under its control) of this Agreement (including any breach, whether unintentional, or in good faith, or otherwise, of Section 6.1 or Section 6.2 of this Agreement); or (f) arise out of any breach of any representation and/or or warranty made of the Trust (whether unintentional, or in good faith, or otherwise) contained in Article III hereof, any failure to process a request for redemption or purchase of Trust shares or payment therefor on a timely basis in accordance with the procedures set forth in Article II, or any unauthorized use of the names or trade names of the Company; it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, to which it may be subject but of which it is unaware. This indemnification is in addition to any liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trust in this Agreement willful misfeasance, bad faith, gross negligence or arise out reckless disregard of or result from any other material breach of this Agreement duty by the Trustparty seeking indemnification.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 or 6.2 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust agrees to indemnify and hold ---------------------------- harmless the Company and each of its directors, officers, employees and 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 Article VSection 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust, which consent shall not be withheld for any settlement that would be commercially reasonable for the Indemnified Parties in the absence of this Section 5.2) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information reasonably believed by the Trust or Adviser to have been furnished to the Trust or the Adviser by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, expenses or liabilities: (a) arise out of or are based upon any untrue statements statement of any material fact or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in the Contract Registration Statements, Contract Prospectuses or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.5 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company Nationwide and each of its directors, officers, employees and agents and each person, if any, person who controls the Company or is affiliated with Nationwide within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any office, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may have become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by Nationwide to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to Nationwide; or (c) arise out of or are based upon wrongful conduct of the Trust (or persons under its control or subject to its authorization) or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust (or persons under its control or subject to its authorization) to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties continued in Article III hereof); it being understood that in no way shall the trust be liable to Nationwide with respect to any violation of insurance law, compliance with which is a responsibility of Nationwide under this Agreement or arise out of otherwise or result from as to which Nationwide failed to inform the Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, expenses or liabilities: (a) arise out of or are based upon any untrue statements statement of any material fact or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); or (f) arise out of any unauthorized use of the names or trade names of the Company. it being understood that in no way shall the Trust be liable to the Company with respect to any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or arise out of otherwise or result from as to which the Company failed to inform the Trust in accordance with Section 4.5 hereof. This indemnification is in addition to any other material breach of this Agreement liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. (a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers 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 Article VSection 7.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Trust and: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or SAI or sales literature of the Trust Fund (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company for use in Trust Documents the registration statement, prospectus or SAI for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesFund shares; or (bii) arise out of or as a result from of statements or representations by or on behalf of the Trust (other than statements or representations contained in and accurately derived from Company Documentsthe registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Fund) or wrongful conduct of the Adviser or the Trust or persons under its control, with respect to the sale or acquisition distribution of the Contracts or Trust SharesFund shares; or (ciii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (div) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Trust; as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c) hereof. The parties acknowledge that the Trust’s indemnification obligations under this Section 7.3 are subject to applicable law. The Company agrees that, in the event an obligation to indemnify exists pursuant to Section 7.3 as well as Section 7.2 hereof, it will seek satisfaction under the indemnification provisions of Section 7.2 before seeking indemnification under this Section 7.3. (b) The Trust 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 Company or the Account, whichever is applicable. (c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Trust to such party of the Fund’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 Trust 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 Company agrees promptly to notify the Trust of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification by the Trust. (a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out of or are based on any unlawful conduct of the Trust or persons under its control, with respect to the sale of Trust shares; or (iv) arise as a result from of any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (ev) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. 9.4(a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "“Indemnified Parties" ” and individually, “Indemnified Party,” for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement statement, prospectus, SAI or prospectus for sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Adviser, the Company or the Administrator for use in the registration statement, prospectus or SAI for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any material failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement (including a failure of the Trust, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in this Agreement); or (eiv) 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 Trust not supplied by the Trust, Adviser or Administrator, or persons under its control) or unlawful conduct of the Trust or persons under its control, with respect to the sale or distribution of the Trust shares; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof; or (vi) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate. 9.4(b) The Trust 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 may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement. 9.4(c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust’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 Trust 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 then reasonable costs of investigation. 9.4(d) The Company agrees to promptly notify the Trust of the commencement of any litigation or proceedings against it or any of the Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of each Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "“Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or; (e) arise out of or result from any material breach the materially incorrect or untimely calculation or reporting of any representation and/or warranty made by the Trust in this Agreement daily net asset value per share or arise out of dividend or result from any other material breach of this Agreement by the Trust.capital gain distribution rate; or

Indemnification by the Trust. and the Distributor The Trust agrees and the Distributor agree to indemnify and hold harmless the Company and each of its directors, officers, employees trustees and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act Act, and any agents or employees of the foregoing (each an “Indemnified Party,” or collectively, the "“Indemnified Parties" ” for purposes of this Article VSection 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the any Indemnified Parties Party may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Shares or the Contracts and: (a) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement, prospectus, statement of additional information or prospectus for sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust Trust, the Distributor, or their respective designees by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Trust Documents or in sales literature or other promotional material for the Trust (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or as a result from of statements or representations (other than statements or representations contained in the Contract’s registration statement, prospectus, statement of additional information or in sales literature or other promotional material for the Contracts not supplied by the Trust, the Distributor, or any of their respective designees or persons under their respective control and accurately derived from Company Documentson which any such entity has reasonably relied) or wrongful conduct of the Trust Trust, the Distributor, or persons under its their control, with respect to the sale or acquisition distribution of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the TrustTrust or the Distributor; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement) or arise out of or result from any other material breach of this Agreement by the Trust; or (e) arise as a result of any failure by the Trust or the Distributor to perform any of their respective obligations under this Agreement; as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Trust. (a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, damages or liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof.

Indemnification by the Trust. The Trust agrees to shall indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, Trust Prospectus or prospectus for sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust for use in the Trust Registration Statement, Trust Prospectus or on behalf sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof). This indemnification will be in addition to any liability that the Trust 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 Trustparty seeking indemnification.

Indemnification by the Trust. The Trust hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the "Indemnified Parties" for purposes of this Article V) foregoing, 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 Trust) of, any action, suit or expenses (including the reasonable costs of investigating proceeding or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statements or alleged untrue statements statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus for Classes or sales literature or other promotional material of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished in writing by the Company to the Company by Trust or on behalf the Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the Trustforegoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Trust to the Company; or (c) arise out of or are based upon wrongful conduct of the Trust or its Trustees or officers with respect to the sale of Trust shares; or (d) arise out as a result of or result from any failure by the Trust to provide the services services, furnish materials or furnish the materials make payments as required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood this indemnification is in addition to any liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is caused by the Trustwillful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust agrees to shall indemnify and hold harmless the Company each Holder and each of its directors, officers, employees and agents and each personPerson, if any, who controls the Company such Holder (within the meaning of Section 15 of the 1933 Act Securities Act) as follows: (collectively, the "Indemnified Parties" for purposes of this Article Vi) against any and all lossesloss, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged lossliability, claim, damagedamage and expense whatsoever, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectivelyas incurred, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise arising out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents the Resale Shelf Registration Statement (or any amendment thereto) pursuant to which the Registrable Shares were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Trust; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that the indemnity provided pursuant to this Section 6(a) does not apply to the Holder with respect to any loss, liability, claim, damage or expense to the extent arising out of (x) any untrue statement or omission was or alleged untrue statement or omission made in reliance upon and accurately derived from in conformity with written information furnished to the Company Trust by the Holder expressly for use in the Resale Shelf Registration Statement (or on behalf of any amendment thereto) or any Prospectus (or any amendment or supplement thereto) or (y) the Trust; or (d) arise out of Holder’s failure to deliver an amended or result from any failure supplemental Prospectus that was timely delivered to the Holder by the Trust to provide the services if such loss, liability, claim, damage or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made expense would not have arisen had such delivery by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustHolder occurred.

Indemnification by the Trust. (a). The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Article VSection 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense legal and reasonable legal counsel fees incurred in connection therewithother expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulationstatute, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement or prospectus for or sales literature of the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for to any of the purposes of this Article Vforegoing), 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 indemnity 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 was accurately derived from written in conformity with information furnished to the Trust by or on behalf of the Company Adviser, the Company, or the Administrator for use in the registration statement or prospectus for the Trust Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust SharesPortfolio shares; or (bii) arise out of or as a result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (diii) arise out as a result of or result from any failure by the Trust to provide the services or and furnish the materials required under the terms of this Agreement; or (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof. (b). The Trust 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 may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Parties", and together with the Trust Indemnified Parties, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust 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 indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or the Adviser by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; oror 11 (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company Company, its affiliated principal underwriter of the Contracts and each of its their directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), ) (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.

Indemnification by the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and 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 Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in 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: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the a registration statement or prospectus for the Trust (or any amendment or supplement thereto), ) (collectively, "Trust 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 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Sharesshares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Sharesshares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents 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 statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust.