Common use of Indemnification by the Trust Clause in Contracts

Indemnification by the Trust. The Trust shall indemnify and hold harmless the Company, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreement.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the CompanyCustodian, each Holder any Sub-Custodian and each Personany nominee thereof (each, if anyan “Indemnified Party” and collectively, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, “Indemnified Parties”) from and against any and all claims, demands, losses, claims, damages expenses and liabilities of any and every nature (including, without limitation, including reasonable attorneys’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any reasonable legal person arising directly or other expenses reasonably incurred indirectly (i) from the fact that Securities are registered in connection with defending or investigating the name of any such nominee, (ii) from any action taken or claimomitted to be taken by the Custodian or such Sub-Custodian (a) (“Expenses”) to which at the Company, any Holder request or any controlling Person direction of or in reliance on the advice of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the ProspectusTrust, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary (b) in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only compliance with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this AgreementProper Instructions, or any liability for failure (iii) from the performance of the Trust to satisfy its obligations under this Agreement or any sub-custody agreement in accordance with the terms hereof or thereof; provided that the Trust shall have no obligation to indemnify or hold harmless the Custodian, any Sub-Custodian or any nominee thereof from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by the Trust. The Trust shall shall, to the extent permitted by applicable Law, indemnify and hold harmless the Companyeach Shareholder, its subsidiaries, each Holder of their respective directors, trustees, officers, employees, representatives and agents in their capacity as such and each Person, if any, who controls the Company or any Holder a Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Shareholder Indemnified Parties”) from and against any and all lossesdamages, claims, damages losses, expenses, costs, obligations and liabilities, including liabilities for all reasonable attorneys’, accountants’, and experts’ fees and expenses (includingcollectively, without limitation“Covered Liabilities”), suffered, directly or indirectly, by any reasonable legal Shareholder Indemnified Party by reason of or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person arising out of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a any material fact contained or incorporated by reference in any the Registration Statement at under which the date and time as sale of which such Registration Statement Registrable Securities was declared effective by registered under the SECSecurities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus or the Prospectus, or caused free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) relating to such Registration Statement, or any amendment thereof or supplement thereto, or by any reason of or arising out of 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 (in the case of a preliminary any Prospectus or Prospectusany amendment or supplement thereto, in the light of the circumstances under which they were made), not misleading; provided, but however, that (i) the Trust will not be liable in each any such case only to the extent that any such Covered Liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made or incorporated by reference in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus, amendment or supplement in reliance upon and in conformity with respect to written information relating furnished to the Trust furnished by or on behalf of such Shareholder expressly for use in such document or documents and (ii) the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of the Trust specifically for inclusion (which consent shall not be unreasonably withheld). The indemnity in this Section 8(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any Shareholder Indemnified Party. For the documents referred to in the foregoing indemnity. Subject to Section 6(e) avoidance of this Agreementdoubt, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreementsubsidiaries are not “Shareholder Indemnified Parties.”

Indemnification by the Trust. The Trust shall indemnify and hold harmless the Company, each Holder and each Personperson, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust Trustee specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement), the Trust shall reimburse the Company, the Holders and any controlling Persons persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this AgreementIn connection with any underwritten offering pursuant to Section 8, or any liability for failure the Trust will also agree to indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Trust Securities Act and the Exchange Act) on terms and conditions similar to satisfy its obligations under this Agreementthose set forth herein with respect to the indemnification of the Company and the Holders, if requested in connection with any Registration Statement, such indemnification to be set forth in any underwriting agreement to be entered into by the Trustee with such underwriter(s).

Indemnification by the Trust. The Trust Trust, on behalf of the Acquired Fund(s), shall indemnify indemnify, defend and hold harmless the CompanyAcquiring Funds and its respective officers, directors, employees, agents, successors and assigns (collectively, the "Acquiring Funds Indemnified Parties" or each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, an Acquiring Fund Indemnified Party) from and against against, and shall reimburse the Acquiring Funds Indemnified Parties for, any and all lossesactions, suits, proceedings, claims, damages demands, fines, assessments, settlements, corrective or remedial actions, judgments, damages, costs liabilities, losses and liabilities expenses (includingincluding reasonable expenses of investigation and reasonable attorneys' fees and expenses) (collectively referred to herein as "Acquiring Party Losses") directly or indirectly based upon, without limitationarising out of, any reasonable legal resulting from, relating to or other expenses reasonably incurred in connection with defending any breach or investigating violation of this Agreement or any representation set forth in this Agreement. Neither the Trust, nor any Acquired Fund shall be liable under this indemnification provision with respect to any Acquiring Party Losses to which an Acquiring Funds Indemnified Party would otherwise be subject by reason of such Acquiring Funds Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Acquiring Funds Indemnified Party's duties or by reason of such Acquiring Funds Indemnified Party's reckless disregard of obligations and duties under this Agreement. Neither the Trust, nor any Acquired Fund shall be liable under this indemnification provision with respect to any claim made against any of the Acquiring Funds Indemnified Parties unless such Acquiring Funds 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 Acquiring Funds Indemnified Party (or after such Acquiring Funds Indemnified Party shall have received DocuSign Envelope ID: F8F1DF17-898E-4FA2-85DD-34D7F380EF8C notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve any Acquired Fund from any liability which it may have to the Acquiring Funds Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Actis brought against an Acquiring Funds Indemnified Party, the Exchange ActTrust, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion Acquired Fund(s) will be entitled to participate, at its own expense, in the documents referred defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the foregoing indemnityaction. Subject After notice from the Trust to Section 6(e) such party of this Agreementthe Trust's election to assume the defense thereof, the Acquiring Funds Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and neither the Trust shall reimburse the Company, the Holders and nor any controlling Persons thereof Acquired Fund will be liable to such party under this Agreement for any legal or other expenses reasonably subsequently incurred by the Company, the Holders or any controlling Persons thereof such party independently in connection with the investigation or defense thereof other than reasonable costs of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreementinvestigation.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the CompanyXxxxXxxxx, each Qualified Holder and each Personperson, if any, who controls the Company XxxxXxxxx or any Qualified Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, including any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the CompanyXxxxXxxxx, any Qualified Holder or any controlling Person person of the Company XxxxXxxxx or any Qualified Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the CompanyXxxxXxxxx, the Qualified Holders and and, in each case, any controlling Persons persons thereof for any legal or other expenses reasonably incurred by the CompanyXxxxXxxxx, the Qualified Holders or or, in each case, any controlling Persons persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company XxxxXxxxx and the Qualified Holders or any controlling Persons persons thereof is are entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreement.

Indemnification by the Trust. The Trust shall agrees to indemnify and hold harmless the Company, each Holder Company and each Person, if any, person who controls or is associated with the Company or any Holder within the meaning of either Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the Securities Act or Section 20 of the Exchange Actforegoing, from and against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with, and any amounts paid with defending the prior written consent of the Trust in settlement of, any action, suit or investigating proceeding or any such action or claim) (“Expenses”) claim asserted), to which the Company, any Holder they or any controlling Person of the Company or any Holder them may become subjectsubject under any statute or regulation, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities at common law or otherwise, insofar as such Expenses losses, claims, damages or liabilities: (a) arise out of or are caused based upon any untrue statement or alleged untrue statement of any material fact contained in the Trust Registration Statement, Trust Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust for use in the Trust 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 shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Trust (other than statements or representations contained in the 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 with respect to the sale or distribution of the Contracts or Trust shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in any the Contract's Registration Statement at the date and time as of which such Registration Statement was declared effective by the SECStatement, any preliminary Contracts Prospectus or sales literature or other promotional material for the ProspectusContracts (or any amendment or supplement thereto), or caused by any 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 (in the case of a preliminary Prospectus or Prospectus, not misleading in light of the circumstances under in which they were made), not misleading, but if such statement or omission was made in each case only with respect to written reliance upon information relating furnished in writing by the Trust to the Trust furnished by Company (or a person authorized in writing to do so on <PAGE> behalf of the Trust); or (d) arise as a result of any failure by the Trust specifically for inclusion to provide the services and furnish the materials 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 documents referred to diversification requirements specified in the foregoing indemnity. Subject to Section 6(e) Sections 2.4 and 6.1 in Article VI of this Agreement, ; and (ii) to provide the Trust shall reimburse the Company, the Holders Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense Contracts Prospectuses); or (e) arise out of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity material breach by the Trust under of this Agreement. The Trustee shall have no This indemnification obligations under this Agreement, or will be in addition to any liability for failure of which the Trust may otherwise have; provided, however, that no party shall be entitled to satisfy its obligations under this Agreementindemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust shall agrees to indemnify and hold harmless the CompanyUMBFS, each Holder its employees, agents, officers, directors, affiliates and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, nominees ("UMBFS Indemnified Parties") from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, claimsdamages, damages costs, charges, counsel fees and liabilities other expenses of every nature and character which may be asserted against or incurred by any UMBFS Indemnified Party or for which any UMBFS Indemnified Party may be held liable (includinga "UMBFS Claim") arising out of or in any way relating to any of the following: (a) any action or omission of UMBFS, except to the extent a UMBFS Claim resulted from UMBFS's willful misfeasance, bad faith, reckless disregard or negligence (including its negligent failure or refusal to comply with the terms of this Agreement) in the performance of its obligations and duties hereunder; (b) UMBFS's reliance on, implementation of, or use, without limitationinvestigation or verification, of any reasonable legal Instruction received by UMBFS from an Authorized Officer; (c) UMBFS's reliance on, implementation of, or other expenses reasonably incurred use of any data, documents or records received by UMBFS from the Trust's investment adviser(s), Fund accountant or Custodian; (d) UMBFS's acting upon telephone or electronic instructions relating to the purchase, exchange or redemption of Shares received by UMBFS in connection accordance with defending procedures established by UMBFS and the Trust; (e) any action taken by or investigating any such action or claim) (“Expenses”) to which omission of the CompanyTrust, any Holder the Trust's investment adviser or any controlling Person other past or current service provider; (f) the acceptance, processing and/or negotiation of a fraudulent payment for the Company purchase of Shares, unless the result of UMBFS's or its affiliates' willful misfeasance, bad faith, reckless disregard or negligence in the performance of its obligations and duties under this Agreement. (g) subject to the provisions of Section 4.01.A., the offer or sale of Shares in violation of any Holder may become subject, requirement under the securities laws or regulations of any state that such Shares be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the Securities Act, offer or sale of such Shares in such state; or (h) the Exchange Act, any other federal Trust's refusal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at failure to comply with the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light terms of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure UMBFS Claim that arises out of the Trust's negligence or misconduct or breach of any representation or warranty of the Trust to satisfy its obligations under this Agreementmade herein.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the CompanyXxxxXxxxx, each Qualified Holder and each Personperson, if any, who controls the Company XxxxXxxxx or any Qualified Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, including any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the CompanyXxxxXxxxx, any Qualified Holder or any controlling Person person of the Company XxxxXxxxx or any Qualified Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the CompanyXxxxXxxxx, the Qualified Holders and any controlling Persons persons thereof for any legal or other expenses reasonably incurred by the CompanyXxxxXxxxx, the Qualified Holders or any controlling Persons persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company XxxxXxxxx and the Qualified Holders or any controlling Persons persons thereof is are entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this AgreementIn connection with any underwritten offering pursuant to Section 8, or any liability for failure the Trust will also agree to indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) on terms and conditions similar to those set forth herein with respect to the indemnification of XxxxXxxxx and the Qualified Holders, if requested in connection with any Registration Statement, such indemnification to be set forth in any underwriting agreement to be entered into by the Trust to satisfy its obligations under this Agreementwith such underwriters.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the Company, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust Trustee specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreement.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the CompanyECA, each Qualified Holder and each Personperson, if any, who controls the Company ECA or any Qualified Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the CompanyECA, any Qualified Holder or any controlling Person person of the Company ECA or any Qualified Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the CompanyECA, the Qualified Holders and any controlling Persons persons thereof for any legal or other expenses reasonably incurred by the CompanyECA, the Qualified Holders or any controlling Persons persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company ECA and the Qualified Holders or any controlling Persons persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this AgreementIn connection with any underwritten offering pursuant to Section 8, or any liability for failure the Trust will also agree to indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) on terms and conditions similar to those set forth herein with respect to the indemnification of ECA and the Qualified Holders, if requested in connection with any Registration Statement, such indemnification to be set forth in any underwriting agreement to be entered into by the Trust to satisfy its obligations under this Agreementwith such underwriter(s).

Indemnification by the Trust. The Trust shall agrees to indemnify and hold harmless the Company, each Holder Company and each Person, if any, person who controls or is associated with the Company or any Holder within the meaning of either Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the Securities Act or Section 20 of the Exchange Actforegoing, from and against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with, and any amounts paid with defending the prior written consent of the Trust in settlement of, any action, suit or investigating proceeding or any such action or claim) (“Expenses”) claim asserted), to which the Company, any Holder they or any controlling Person of the Company or any Holder them may become subjectsubject under any statute or regulation, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities at common law or otherwise, insofar as such Expenses losses, claims, damages or liabilities: (a) arise out of or are caused based upon any untrue statement or alleged untrue statement of any material fact contained in the Trust Registration Statement, Trust Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust for use in the Trust 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 shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Trust (other than statements or representations contained in the 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 with respect to the sale or distribution of the Contracts or Trust shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in any the Contract's Registration Statement at the date and time as of which such Registration Statement was declared effective by the SECStatement, any preliminary Contracts Prospectus or sales literature or other promotional material for the ProspectusContracts (or any amendment or supplement thereto), or caused by any 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 (in the case of a preliminary Prospectus or Prospectus, not misleading in light of the circumstances under in which they were made), not misleading, but if such statement or omission was made in each case only with respect to written reliance upon information relating furnished in <PAGE> writing by the Trust to the Trust furnished by Company (or a person authorized in writing to do so on behalf of the Trust); or (d) arise as a result of any failure by the Trust specifically for inclusion to provide the services and furnish the materials 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 documents referred to diversification requirements specified in the foregoing indemnity. Subject to Section 6(e) Sections 2.4 and 6.1 in Article VI of this Agreement, ; and (ii) to provide the Trust shall reimburse the Company, the Holders Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense Contracts Prospectuses); or (e) arise out of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity material breach by the Trust under of this Agreement. The Trustee shall have no This indemnification obligations under this Agreement, or will be in addition to any liability for failure of which the Trust may otherwise have; provided, however, that no party shall be entitled to satisfy its obligations under this Agreementindemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the CompanyXxxxXxxxx, each Qualified Holder and each Personperson, if any, who controls the Company XxxxXxxxx or any Qualified Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, including any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the CompanyXxxxXxxxx, any Qualified Holder or any controlling Person person of the Company XxxxXxxxx or any Qualified Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the CompanyXxxxXxxxx, the Qualified Holders and any controlling Persons persons thereof for any legal or other expenses reasonably incurred by the CompanyXxxxXxxxx, the Qualified Holders or any controlling Persons persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company XxxxXxxxx and the Qualified Holders or any controlling Persons persons thereof is are entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreement.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the CompanyChesapeake, Chesapeake Exploration, each Qualified Holder and each Person, if any, who controls the Company Chesapeake, Chesapeake Exploration or any Qualified Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, including any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the CompanyChesapeake, Chesapeake Exploration, any Qualified Holder or any controlling Person of the Company Chesapeake, Chesapeake Exploration or any Qualified Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in the light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust in its individual capacity furnished by or on behalf of the Trust specifically expressly for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) 5.5 of this Agreement, the Trust shall reimburse the CompanyChesapeake, Chesapeake Exploration, the Qualified Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the CompanyChesapeake, the Qualified Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company Chesapeake, Chesapeake Exploration and the Qualified Holders or any controlling Persons thereof is are entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreement.

Indemnification by the Trust. The Subject to Section 8.4, if the Closing occurs, the Trust shall shall, jointly and severally, defend and indemnify and hold harmless the CompanyAcquisition and Holdings and its directors, each Holder officers, employees, Affiliates, agents, successors by operation of law and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, permitted assigns ("Holdings Indemnified Parties") from and against and in respect of any and all losses, claims, damages and liabilities Losses which any of them may incur as a result of any one or more of the following: (including, without limitation, a) any reasonable legal breach by the Trust of any covenant or other expenses reasonably incurred agreement of the Trust in this Agreement; or (b) any breach of or inaccuracy in any representation or warranty made by the Trust in this Agreement or any certificate or document delivered by the Closing Date pursuant to or in connection with defending this Agreement (or investigating any facts or circumstances constituting such action or claimbreach) (“Expenses”it being agreed and acknowledged by the parties that for purposes of Acquisition's and Holdings' rights to indemnification pursuant to this Section 8.1, the representations and warranties contained herein shall be made without qualification by any references therein to materiality generally or whether any breach or inaccuracy would have, or be reasonably expected to have, a Material Adverse Effect); provided, however, that notwithstanding any other provision contained herein, the Trust shall have no liability for any breach of or inaccuracy in any December 1 Representation which arises out of or is based upon any event, change or effect which occurs after December 1, 1997; or (c) (i) any investigation, assessment, sampling, monitoring, treatment, remediation, removal or cleanup ("Remedial Activities") after the Closing relating to which any release of Hazardous Materials into the Companyenvironment of, on or about the Real Property prior to the Closing to the extent such Remedial Activities are required under any Holder Environmental Laws (including any authoritative interpretation thereof by any Governmental Authority) or are necessary to prevent any controlling Person imminent danger to health or human safety; or (ii) any claims, suits, demands or notices of liability or potential liability arising at any time under Environmental Laws (including any authoritative interpretation thereof by any Governmental Authority) relating to the business or operation of the Company or any Holder may become subjectthe Company Subsidiaries prior to the Closing, under or provided, however, that (x) with respect to environmental matters disclosed on Table 2.13(a)(v) of Schedule 2.13, Holdings Indemnified Parties shall be entitled to indemnification pursuant to this Section 8.1 for such matters only to the Securities Act, extent that the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only Losses with respect to written information relating to such matters or properties exceed the Trust furnished by or on behalf amount of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses liability with respect to which the Company such matters or properties set forth on Table 2.13(a)(v) of Schedule 2.13; and the Holders or any controlling Persons thereof is (y) that Holdings Indemnified Parties shall not be entitled to indemnity indemnification pursuant to this Section 8.1 with respect to any property that is identified on Schedule 5.10; provided, however, that, if and to the extent any Phase I Environmental Site Assessment commissioned and received by Holdings prior to the Trust under Closing with respect to such property identifies adverse Updated Environmental Conditions, the Holdings Indemnified Parties shall be entitled to indemnification with respect to such Updated Environmental Conditions pursuant to this Agreement. The Trustee shall have no indemnification obligations under this AgreementSection 8.1, or any liability for failure of subject to the Trust limitations set forth in Section 8.4, subject to satisfy its obligations under this Agreement.the following:

Indemnification by the Trust. The Trust shall hereby agrees to, and shall, indemnify and hold harmless the Company, each Holder Company and each Person, if any, person who controls or is affiliated with the Company or any Holder within the meaning of either Section 15 such terms under the 1933 Act or 1940 Act and any officer, director, employee or agent of the Securities Act or Section 20 of the Exchange Actforegoing, from and against any and all losses, claims, damages or liabilities, g:\ramch1\vit\paracipation agtsCM_Massvl 16 11/1/99 joint or several (including any investigative, legal and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending with, and any amounts paid in settlement of; any action, suit or investigating proceeding or any such action or claim) (“Expenses”) claim asserted), to which the Company, any Holder they or any controlling Person of the Company or any Holder them may become subjectsubject under any statute or regulation, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities at common law or otherwise, insofar as such Expenses losses, claims, damages or liabilities: (a) arise out of or are caused by based upon any untrue statement or alleged untrue statement of a any material fact contained in any the Trust Registration Statement at the date and time as of which such Registration Statement was declared effective by the SECStatement, any preliminary Prospectus for Series or Classes or sales literature or other promotional material of the ProspectusTrust (or any amendment or supplement to any of the foregoing), or caused by any omission arise out of or alleged are based upon the omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, not misleading in light of the circumstances under in which they were made), ; provided that this obligation to indemnify shall not misleading, but apply if such statement or omission was made in each case only reliance upon and in conformity with respect to written information relating furnished in writing by the Company to the Trust furnished by 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 Trust specifically foregoing) or otherwise for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof use in connection with the investigation sale of the Contracts or defense Trust shares; or (b) arise out of any Expenses 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 as a result of any failure by the Trust to provide services, furnish materials or make payments as required under the terms of this Agreement; or (e) arise out of any material breach by the Trust of this Agreement (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 violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or otherwise or as to which the Company and failed to inform the Holders or Trust in accordance with Section 4.4 hereof. This indemnification is in addition to any controlling Persons thereof is liability that the Trust may otherwise have; provided, however, that no party shall be entitled to indemnity indemnification if such loss, claim, damage or liability is caused by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreementwillful misfeasance, bad faith, gross negligence or any liability for failure reckless disregard of duty by the Trust to satisfy its obligations under this Agreementparty seeking indemnification.

Indemnification by the Trust. The Trust shall indemnify and hold the Administrator and its directors, officers, employees and agents (collectively, the “Administrator Indemnified Parties”) harmless the Company, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, costs, damages liabilities, claims, damages and liabilities out of pocket expense (including“Losses”), including reasonable fees and expenses for counsel, incurred or sustained by the Administrator as a result of claim, demand, action or suit (“Claim”) arising from or in connection with: (i) any action or omission by the Administrator in the performance of its duties hereunder, or as a result of acting upon any Proper Instructions reasonably believed by it to have been duly authorized by the Trust in accordance with Section 8 in the performance of its duties hereunder or upon reasonable reliance on information or records given or made by the Trust or its investment adviser in accordance with Section 8 in the performance of its duties hereunder, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own failure to meet the Standard of Care, gross negligence or willful misconduct or lack of good faith; (ii) any action or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement; (iii) any act or omission by the Trust (or any of its affiliates) which constitutes gross negligence, willful misconduct, or lack of good faith in fulfilling the terms and obligations of this Agreement; or (iv) any action taken or omitted by the Administrator in reasonable reliance upon the representation and warranty of the Trust under Section 4(i), including without limitation, any reasonable legal liability or other expenses reasonably incurred costs in connection with defending claims or investigating complaints for failure to comply with any such action applicable law that regulates the collection, processing, use or claim) (“Expenses”) to which the Company, any Holder or any controlling Person disclosure of the Company or any Holder may become subject, under or with respect Personal Information to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as extent resulting from such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreementreasonable reliance.

Indemnification by the Trust. The Trust shall will indemnify the Administrator against, and hold it harmless the Companyfrom, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesexpenses (including reasonable counsel fees and expenses) incurred investigating or defending against claims for losses or liabilities described in Section 9.1 not resulting from negligence, claims, damages disregard of its obligations and liabilities duties under this Agreement or disabling conduct by the Administrator. Indemnification shall be made only following: (including, without limitation, any reasonable legal i) a final decision on the merits by a court or other expenses reasonably incurred body before whom the proceeding was brought that the Administrator was not liable by reason of negligence, disregard of its obligations and duties under this Agreement or disabling conduct or (ii) in connection with defending or investigating any the absence of such action or claim) (“Expenses”) to which the Companya decision, any Holder or any controlling Person a reasonable determination, based upon a review of the Company facts, that the Administrator was not liable by reason of negligence, disregard of its obligations and duties under this Agreement or any Holder may become subject, under or with respect to disabling conduct by (a) the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement vote of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case majority of a preliminary Prospectus or Prospectus, in light quorum of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf trustees of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) who are neither "interested persons" of this Agreement, the Trust nor parties to the proceeding ("disinterested non-party trustees") or (b) an independent legal counsel in a written opinion. The Administrator shall reimburse be entitled to advances from the Company, Trust for payment of the Holders and any controlling Persons thereof for any legal or other reasonable expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof it in connection with the investigation or defense of any Expenses with respect matter as to which it is seeking indemnification hereunder in the Company manner and to the Holders or any controlling Persons thereof is entitled fullest extent permissible under the laws of the Commonwealth of Massachusetts. The Administrator shall provide to indemnity the Trust a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Trust under this Agreementhas been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. The Trustee In addition, at least one of the following additional conditions shall be met: (i) the Administrator shall provide security in form and amount acceptable to the Trust for its undertaking; (ii) the Trust is insured against losses arising by reason of the advance; or (iii) a majority of a quorum of the full Board, the members of which majority are disinterested non-party trustees, or independent legal counsel, in a written opinion, shall have no indemnification obligations under this Agreementdetermined, or any liability for failure based on a review of facts readily available to the Trust at the time the advance is proposed to satisfy its obligations under this Agreementbe made, that there is reason to believe that the Administrator will ultimately be found to be entitled to indemnification hereunder.

Indemnification by the Trust. (a) The Trust shall indemnify indemnify, defend and hold harmless the CompanyFund of Funds and its respective officers, directors, employees, agents, successors and assigns (collectively, the "Fund of Funds Indemnified Parties" or each Holder and each Person, if any, who controls the Company or any Holder within the meaning a Fund of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Funds Indemnified Party) from and against against, and shall reimburse the Fund of Funds Indemnified Parties for, any and all lossesactions, suits, proceedings, claims, damages demands, fines, assessments, settlements, corrective or remedial actions, judgments, damages, costs liabilities, losses and liabilities expenses (includingincluding reasonable expenses of investigation and reasonable attorneys' fees and expenses)(collectively referred to herein as "Losses") directly or indirectly based upon, without limitationarising out of, resulting from, relating to or in connection with: (i) any breach of or inaccuracy in any representation, warranty or covenant of the Trust; (ii) any actions or omissions of the Trust caused by its negligence or willful misconduct; and (iii) any breach or violation of, or failure to fully perform, any agreement, covenant, undertaking or obligation of the Trust set forth in this Agreement and any Schedules hereto. (b) The Trust shall not be liable under this indemnification provision with respect to any Losses to which a Fund of Funds Indemnified Party would otherwise be subject by reason of such Fund of Funds Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Fund of Funds Indemnified Party's duties or by reason of such Fund of Funds Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Trust. (c) The Trust shall not be liable under this indemnification provision with respect to any claim made against any of the Fund of Funds Indemnified Parties unless such Fund of Funds Indemnified Party shall have notified the Trust in writing within a reasonable legal time after the summons or other expenses reasonably incurred in connection with defending first legal process giving information of the nature of the claim shall have been served upon such Fund of Funds Indemnified Party (or investigating after such Fund of Funds 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 Fund of Funds Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person is brought against a Fund of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this AgreementFunds Indemnified Party, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall reimburse be entitled to assume the Companydefense thereof, with counsel 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 Holders Fund of Funds Indemnified Party shall bear the fees and expenses of any controlling Persons thereof additional counsel retained by it, and the Trust will not be liable to such party under this Agreement for any legal or other expenses reasonably subsequently incurred by the Company, the Holders or any controlling Persons thereof such party independently in connection with the investigation or defense thereof other than reasonable costs of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreementinvestigation.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the Company, each Holder and each Personperson, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement), the Trust shall reimburse the Company, the Holders and any controlling Persons persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this AgreementIn connection with any underwritten offering pursuant to Section 8, or any liability for failure the Trust will also agree to indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Trust Securities Act and the Exchange Act) on terms and conditions similar to satisfy its obligations under this Agreementthose set forth herein with respect to the indemnification of the Company and the Holders, if requested in connection with any Registration Statement, such indemnification to be set forth in any underwriting agreement to be entered into by the Trustee with such underwriter(s).

Indemnification by the Trust. The Trust shall Subject to Sections 7.3 and 7.4 and any other exculpatory provisions or liability limitations set forth in this Agreement, the Trustee agrees to indemnify and hold harmless the Company, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Transfer Agent from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal Losses incurred or other expenses reasonably incurred sustained by the Transfer Agent in connection with defending the performance of its duties under this Agreement, except, in each case, to the extent such Losses result from the Transfer Agent’s (or investigating any such action or claimits agents’) (“Expenses”) to which the Company, any Holder or any controlling Person breach of the Company Standard of Care, intentional breach, fraud or willful misconduct in the discharge of its duties under this Agreement. If the Trustee instructs the Transfer Agent to take any Holder may become subject, under or action with respect to securities or other financial assets, and the Securities Actaction involves the payment of money or may, in the good faith opinion of the Transfer Agent, result in the Transfer Agent or its nominee assigned to the Trustee being liable therefor, the Exchange ActTrustee, any other federal or state securities law or otherwiseas a prerequisite to the Transfer Agent taking the action, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement shall provide to the Transfer Agent at the date and time as of which Transfer Agent’s reasonable request such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required further indemnification in an amount to be stated therein or necessary in order mutually agreed upon between the Trustee and Transfer Agent if and when necessary. The indemnification obligations of this section shall survive termination of this Agreement. Information Classification: Limited Access At any time the Transfer Agent may apply to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light any officer of the circumstances under Trustee for instructions, and may consult with legal counsel (which they were made), not misleading, but in each case only may be Trust counsel) with respect to written information relating any matter arising in connection with the services to be performed by the Trust Transfer Agent under this Agreement, and the Transfer Agent and its agents or subcontractors shall not be liable and shall be indemnified by the Trustee for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Trust specifically for inclusion in Trust, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents referred to in provided the foregoing indemnity. Subject to Section 6(e) of this AgreementTransfer Agent or its agents or subcontractors by machine readable input, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal electronic data entry or other expenses reasonably incurred similar means authorized by the CompanyTrustee, on behalf of the Holders or any controlling Persons thereof in connection with the investigation or defense Trust, and shall not be held to have notice of any Expenses with respect to which change of authority of any person, until receipt of written notice thereof from the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this AgreementTrustee.

Indemnification by the Trust. The Trust shall agrees to indemnify and hold harmless the CompanyUMBFS, each Holder its employees, agents, officers, directors, affiliates and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, nominees (“UMBFS Indemnified Parties”) from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, claimsdamages, damages costs, charges, counsel fees and liabilities other expenses of every nature and character which may be asserted against or incurred by any Indemnified Party or for which any Indemnified Party may be held liable (includinga “Claim”) arising out of or in any way relating to any of the following: A. any action or omission of UMBFS except to the extent a Claim resulted from UMBFS’ willful misfeasance, bad faith, or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; B. UMBFS’ reliance on, implementation of, or use, without limitationinvestigation or verification, of information, data, records and documents received by UMBFS from the Trust, or from a representative of any of the parties referenced in Section 12.09; C. the reliance on, or the implementation of, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder Instructions or any controlling Person other advice, instructions, requests or directions of the Company Trust or from a representative of any of the parties referenced in Section 12.09; D. UMBFS’ acting upon telephone or electronic instructions relating to the purchase, exchange or redemption of Shares received by UMBFS in accordance with procedures established by UMBFS and the Trust; E. any action taken by or omission of the Trust, investment adviser or sub-adviser(s) or any Holder may become subjectpast or current service provider; F. the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares unless the result of UMBFS’ or its affiliates’ willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been the result of UMBFS’ or its affiliates’ willful misfeasance, bad faith or gross negligence. G. the offer or sale of Shares in violation of any requirement under the securities laws or regulations of any state that such Shares be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the Securities Act, offer or sale of such Shares in such state; or H. the Exchange Act, any other federal Trust’s refusal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at failure to comply with the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light terms of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure Claim that arises out of the Trust’s negligence or misconduct or breach of any representation or warranty of the Trust to satisfy its obligations under this Agreementmade herein.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the Company, each Holder and each Personperson, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“"Expenses”") to which the Company, any Holder or any controlling Person person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust Trustee specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this AgreementIn connection with any underwritten offering pursuant to Section 8, or any liability for failure the Trust will also agree to indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Trust Securities Act and the Exchange Act) on terms and conditions similar to satisfy its obligations under this Agreementthose set forth herein with respect to the indemnification of the Company and the Holders, if requested in connection with any Registration Statement, such indemnification to be set forth in any underwriting agreement to be entered into by the Trustee with such underwriter(s).

Indemnification by the Trust. The Trust shall Subject to Sections 7.3 and 7.4 and any other exculpatory provisions or liability limitations set forth in this Agreement, the Trustee agrees to indemnify and hold harmless the Company, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Transfer Agent from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal Losses incurred or other expenses reasonably incurred sustained by the Transfer Agent in connection with defending the performance of its duties under this Agreement, except, in each case, to the extent such Losses result from the Transfer Agent’s (or investigating any such action or claimits agents’) (“Expenses”) to which the Company, any Holder or any controlling Person breach of the Company Standard of Care, intentional breach, fraud or willful misconduct in the discharge of its duties under this Agreement. If the Trustee instructs the Transfer Agent to take any Holder may become subject, under or action with respect to securities or other financial assets, and the Securities Actaction involves the payment of money or may, in the good faith opinion of the Transfer Agent, result in the Transfer Agent or its nominee assigned to the Trustee being liable therefor, the Exchange ActTrustee, any other federal or state securities law or otherwiseas a prerequisite to the Transfer Agent taking the action, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement shall provide to the Transfer Agent at the date and time as of which Transfer Agent’s reasonable request such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required further indemnification in an amount to be stated therein or necessary in order mutually agreed upon between the Trustee and Transfer Agent if and when necessary. The indemnification obligations of this section shall survive termination of this Agreement. At any time the Transfer Agent may apply to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light any officer of the circumstances under Trustee for instructions, and may consult with legal counsel (which they were made), not misleading, but in each case only may be Trust counsel) with respect to written information relating any matter arising in connection with the services to be performed by the Trust Transfer Agent under this Agreement, and the Transfer Agent and its agents or subcontractors shall not be liable and shall be indemnified by the Trustee for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Trust specifically for inclusion in Trust, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents referred to in provided the foregoing indemnity. Subject to Section 6(e) of this AgreementTransfer Agent or its agents or subcontractors by machine readable input, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal electronic data entry or other expenses reasonably incurred similar means authorized by the CompanyTrustee, on behalf of the Holders or any controlling Persons thereof in connection with the investigation or defense Trust, and shall not be held to have notice of any Expenses with respect to which change of authority of any person, until receipt of written notice thereof from the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this AgreementTrustee.

Indemnification by the Trust. The Trust shall agrees to indemnify and hold harmless the Company, each Holder JWH and each Personperson, if any, who controls the Company or any Holder JWH within the meaning of either Section 15 of the Securities 1933 Act or within the meaning of Section 20 15 of the Exchange Act, from and 1933 Act as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person expense whatsoever arising out of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, (or any preliminary Prospectus amendment thereto) or the Prospectus, or caused by any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein (not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the case Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a preliminary Prospectus or Prospectusmaterial fact necessary in order to make the statements therein, in light of the circumstances under which they were made), not misleading; and (ii) against any and all loss, but liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in each settlement of any litigation, or any 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 (any settlement to be subject to indemnity hereunder only if effected with the written consent of the Managing Owner); and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel reasonably incurred in investigating, preparing or defending against litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, 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 clauses (i) or (ii) above. In no case only shall the Trust be liable under this indemnity: (a) to JWH if such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with respect to written information relating to the Trust JWH and furnished or approved in writing by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this AgreementJWH.

Indemnification by the Trust. (a) The Trust shall agrees to indemnify and hold harmless the Company, each Holder Company and each Personof its directors and officers and each person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities 1933 Act or (collectively, the “Indemnified Parties” for purposes of this Section 20 of the Exchange Act, from and 8.3) against any and all losses, claims, damages and expenses, damages, liabilities (including, without limitation, any reasonable including amounts paid in settlement with the written consent of the Trust) or litigation (including legal or and other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”expenses) to which the Company, any Holder Indemnified Parties may be required to pay or any controlling Person of the Company or any Holder may become subjectsubject under any statute or regulation, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities at common law or otherwise, insofar as such Expenses are caused by losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise as a result of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective failure by the SEC, any preliminary Prospectus or Trust to provide the Prospectus, or caused by any omission or alleged omission to state therein a material fact services and furnish the materials required to be stated therein provided by the Trust under the terms of this Agreement; or (ii) arise out of or necessary result from any material breach of any representation and/or warranty made by the Trust in order this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; (b) as limited by and in accordance with the provisions of Sections 8.3 (b) and 8.3(c) hereof. The parties acknowledge that the Trust’s indemnification obligations under this Section 8.3 are subject to make the statements therein (applicable law. The Company agrees that, in the case event an obligation to indemnify exists pursuant to Section 8.3 as well as Section 8.2, it will seek satisfaction under the indemnification provisions of a preliminary Prospectus or Prospectus, in light of the circumstances Section 8.2 before seeking indemnification under which they were made), this Section 8.3. (c) The Trust shall not misleading, but in each case only be liable under this indemnification provision with respect to written information relating 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. (d) The Trust furnished by 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 on behalf 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 specifically for inclusion in of any such claim shall not relieve the documents referred Trust from any liability which it may have to in the foregoing indemnity. Subject to Section 6(e) Indemnified Party against whom such action is brought otherwise than on account of this Agreementindemnification provision. In case any such action is brought against the Indemnified Parties, the Trust or its agent will be entitled to participate, at its own expense, in the defense thereof. The Trust or its agent also shall reimburse be entitled to assume the Companydefense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of the Trust’s (or its agent’s) election to assume the defense thereof, the Holders Indemnified Party shall bear the fees and expenses of any controlling Persons thereof additional counsel retained by it, and the Trust or its agent will not be liable to such party under this Agreement for any legal or other expenses reasonably subsequently incurred by the Company, the Holders or any controlling Persons thereof such party independently in connection with the investigation or defense thereof other than reasonable costs of investigation. (e) The Company agrees promptly to notify the Trust of the commencement of any Expenses with respect to which the Company and the Holders litigation or proceeding against it or any controlling Persons thereof is entitled to indemnity by of its respective officers or directors in connection with the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, the issuance or any liability for failure sale of the Trust to satisfy its obligations under this AgreementContracts, the operation of the Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the Company, each Holder and each Personperson, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust Trustee specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this AgreementIn connection with any underwritten offering pursuant to Section 8, or any liability for failure the Trust will also agree to indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Trust Securities Act and the Exchange Act) on terms and conditions similar to satisfy its obligations under this Agreementthose set forth herein with respect to the indemnification of the Company and the Holders, if requested in connection with any Registration Statement, such indemnification to be set forth in any underwriting agreement to be entered into by the Trustee with such underwriter(s).

Indemnification by the Trust. The In the event of any registration of any securities of the Trust shall under the Securities Act in which the Investors are or may be selling shareholders, the Trust shall, and hereby does, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, each Holder such Investors who are selling shareholders, and their respective directors, officers, partners, employees, agents and affiliates, and each Person, if any, other person who controls the Company or any Holder Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act(each a "Trust Indemnified Party"), from and against any and all losses, claims, damages and damages, liabilities or judgments (includingor actions or proceedings, without limitationwhether commenced or threatened, any reasonable legal in respect thereof) that arise out of or other expenses reasonably incurred in connection with defending or investigating any such action or claimare based upon (a) (“Expenses”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material any fact contained in any Registration Statement at the date and time as of registration statement under which such Registration Statement was declared effective by securities were registered under the SECSecurities Act, any preliminary Prospectus or the Prospectusprospectus, final prospectus, or caused by summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under in which they were made), made not misleading, but or (b) any violation by the Trust, its trustees, officers, employees or agents of this Agreement or any law applicable to and in each connection with such registration, and the Trust shall reimburse the Trust Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or judgment (or action or proceeding in respect thereof) described in clauses (a) or (b); provided, that the Trust shall not be liable in any such case only to the extent that any such loss, claim, damage, liability, judgment (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with respect to written information relating furnished to the Trust furnished by any Investor; and provided, further, that this indemnity obligation of the Trust shall not apply to any misstatement or omission in any registration statement, including any amendment thereto, or in any preliminary prospectus, if such misstatement or omission giving rise to the claim for indemnification was corrected in the final prospectus and the Trust made available on a timely basis to the Investors participating as selling shareholders, or the managing underwriter of the particular public offering, copies of the final prospectus for delivery to the purchasers of the Registrable Securities in such offering. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Trust specifically for inclusion in Investors and shall survive the documents referred to in the foregoing indemnity. Subject to Section 6(e) transfer of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred such securities by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this AgreementInvestors.

Indemnification by the Trust. The With regard to the registration of Registrable Securities under the Securities Act in which the Investor is a selling shareholder, the Trust shall shall, and hereby does, indemnify and hold harmless the Company, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Investor from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwiseliabilities, insofar as such Expenses losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are caused by based upon (a) any untrue statement or alleged untrue statement of a any material fact contained or incorporated by reference in any Registration Statement at the date and time as of registration statement under which such Registration Statement was declared effective by securities were registered under the SECSecurities Act, any preliminary Prospectus or the Prospectusprospectus, final prospectus, or caused by summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but or (b) any violation by the Trust, its trustees, officers, employees or agents of this Agreement or any law applicable to and in each connection with such registration, and the Trust shall reimburse the Investor on demand for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding described in clauses (a) or (b); provided, however, that the Trust shall not be liable in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with respect to written information relating furnished in writing to the Trust furnished by the Investor for incorporation therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Trust specifically for inclusion in Investor and shall survive the documents referred to in the foregoing indemnity. Subject to Section 6(e) transfer of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred such securities by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this AgreementInvestor.

Indemnification by the Trust. The In the event of any registration of any securities of the Trust shall under the Securities Act in which an Investor is a selling shareholder, the Trust shall, and hereby does, indemnify and hold harmless the Companysuch Investor, each Holder and each Person, if any, who controls the Company or any Holder Investor (within the meaning of either Section 15 of the Securities Act or Section 20 Act) and the officers, directors, shareholders, partners and employees of the Exchange ActInvestor and each such controlling Person (collectively, the "Investor Indemnified Parties") from and against any and all losses, claims, damages and or liabilities (including, without limitation, incurred by any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any of such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwiseInvestor Indemnified Parties, insofar as such Expenses losses, claims, damages, or liabilities (or actions, proceedings or investigations, whether commenced or threatened, in respect thereof) arise out of or are caused by based upon (a) any untrue statement or alleged untrue statement of a material any fact contained in any Registration Statement at the date and time as of registration statement under which such Registration Statement was declared effective by securities were registered under the SECSecurities Act, any preliminary Prospectus or the Prospectusprospectus, final prospectus, or caused by summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under in which they were made), made not misleading, but or (b) any violation by the Trust, its trustees, officers, employees or agents of this Agreement or any law applicable to and in each connection with such registration, and the Trust shall reimburse such Investor Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action, proceeding or investigation described in clauses (a) or (b); provided, however, that the Trust shall not be liable in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with respect to written information relating furnished to the Trust furnished by such Investor specifically for inclusion in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Investor and shall survive the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) transfer of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred such securities by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreementsuch Investor.

Indemnification by the Trust. The Trust shall indemnify and hold harmless the CompanyTrust, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this AgreementAcquired Fund(s), shall indemnify, defend and hold harmless each Acquiring Trust, the Trust Acquiring Funds, and their respective officers, directors, employees, agents, successors and assigns (collectively, the "Acquiring Fund Indemnified Parties" or each an "Acquiring Fund Indemnified Party") from and against, and shall reimburse the CompanyAcquiring Fund Indemnified Parties for, any and all actions, suits, proceedings, claims, demands, fines, assessments, settlements, corrective or remedial actions, judgments, damages, costs liabilities, losses and expenses (including reasonable expenses of investigation and reasonable attorneys' fees and expenses) (collectively referred to herein as "Losses") directly or indirectly based upon, arising out of, resulting from, relating to or in connection with any breach or violation of this Agreement or any representation set forth in this Agreement. Neither the Trust, nor any Acquired Fund shall be liable under this indemnification provision with respect to any Losses to which an Acquiring Fund Indemnified Party would otherwise be subject by reason of such Acquiring Fund Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Acquiring Fund Indemnified Party's duties or by reason of such Acquiring Fund Indemnified Party's reckless disregard of obligations and duties under this Agreement. Neither the Trust, nor any Acquired Fund shall be liable under this indemnification provision with respect to any claim made against any of the Acquiring Fund Indemnified Parties unless such Acquiring Fund 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 Acquiring Fund Indemnified Party (or after such Acquiring Fund 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 any Acquired Fund from any liability which it may have to the Acquiring Fund Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Acquiring Fund Indemnified Party, the Holders Trust, on behalf of the Acquired Fund(s) 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 party named in the action. After notice from the Trust to such party of the Trust's election to assume the defense thereof, the Acquiring Fund Indemnified Party shall bear the fees and expenses of any controlling Persons thereof additional counsel retained by it, and neither the Trust nor any Acquired Fund will be liable to such party under this Agreement for any legal or other expenses reasonably subsequently incurred by the Company, the Holders or any controlling Persons thereof such party independently in connection with the investigation or defense thereof other than reasonable costs of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreementinvestigation.

Indemnification by the Trust. (a) The Trust shall agrees to indemnify and hold harmless the CompanyCustodian and its nominees (each an "Indemnitee") from all taxes, each Holder and each Personcharges, if anyexpenses, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Actassessments, from and against any and all losses, claims, damages claims and liabilities (including, without limitation, any reasonable including legal or other expenses fees and expenses) reasonably and actually incurred by an Indemnitee in connection with defending or investigating any such action or claim) (“Expenses”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) good-faith performance of this Agreement, the Trust shall reimburse the Companyexcept such as may arise from any negligent action, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Companynegligent failure to act, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreementwillful misconduct, or any liability misfeasance and so long as (i) the Indemnitee reasonably believed that the conduct associated with its demand for failure indemnification hereunder was at least not opposed to the best interests of the Trust and the Funds and (ii) the Indemnitee shall not have been adjudged to satisfy its be liable on the basis of improper personal benefit, in the performance of the Indemnitee's duty to the Trust and the Funds. The Trust shall not be liable to an Indemnitee hereunder for expenses incurred in defending, amounts paid in settling, or otherwise disposing of a threatened or pending action indemnifiable hereunder, with or without court approval, without approval by a majority vote of a quorum of the Board of Trustees; provided, however, that if the Board of Trustees does not approve payment of these expenses, the Trust will accept tender of the defense from the Indemnitee. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Trust and/or the Funds) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. (b) The Custodian agrees that any obligations under this Agreementof the Trust and any Fund arising hereunder shall be limited to the assets of the appropriate Fund, and that the Custodian shall not seek satisfaction of any such obligation from the shareholders of any other Fund nor from any Trustee, officer, employee, or agent of the Trust.

Indemnification by the Trust. The Trust shall agrees to indemnify and hold harmless the Companyeach Holder, each Holder its partners, officers, directors, trustees, stockholders, employees, agents and investment advisers, and each Person, if any, who controls the Company or any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from together with the partners, officers, directors, trustees, stockholders, employees, agents and investment advisers of such controlling person, against any and all losses, claims, damages damages, and liabilities expenses (including, without limitation, any reasonable legal attorneys’ fees), joint or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) several, to which the Company, any Holder Holders or any controlling Person of the Company or any Holder such indemnitees may become subject, subject under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law Act or otherwise, insofar as such Expenses losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are caused by based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement at the date and time as of registration statement under which such Registration Statement was declared effective by Registrable Securities were registered and sold under the SECSecurities Act, any preliminary Prospectus prospectus, final prospectus or the Prospectussummary prospectus contained therein, or caused by any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectustherein, in light of the circumstances under which they were made), not misleading, but and the Trust will reimburse each Holder for any reasonable legal or any other expenses reasonably incurred by it in each connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Trust shall not be liable to the Holders or any other Person who controls such Holder within the meaning of the Securities Act or the Exchange Act in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with respect to written information relating furnished to the Trust furnished by any Holder specifically stating that it is for use in the preparation thereof; and provided, further, that the Trust shall not be liable to the Holders or any other Person who controls such Holder within the meaning of the Securities Act or the Exchange Act in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person’s failure to send or give a copy of the preliminary prospectus, final prospectus or supplement to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission if such preliminary prospectus, final prospectus or supplement is required by law to be sent or given at or prior to the time of the sale of such Registrable Securities to such Persons and such statement or omission was corrected in such preliminary prospectus, final prospectus or supplement, or use by a Holder of a preliminary prospectus, final prospectus or supplement when participating in a distribution during a period when a stop order has been issued in respect thereof or any motion or proceeding for that purpose has been initiated or such use has otherwise been suspended in accordance with the terms hereof, and notice thereof has been given to, and received by, the Holder prior to such use. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any such controlling Persons thereof in connection with Person and shall survive the investigation or defense transfer of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity such securities by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this AgreementHolders.