Common use of Indemnification by the Underwriter Clause in Contracts

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a10.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an "“Indemnified Party," ” for purposes of this Section 8.210.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or is under common control with such party (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of of, or investment in, the Fund’s shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a10.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.210.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and officers, employees, or agents and each person, if any, who controls or is associated with the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the "Indemnified Parties" and individually, an "Indemnified Party,indemnified parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) ), or litigation (including reasonable legal and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities liabilities, or expenses (or actions in respect thereof) ), or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company and each of its directors, officers and employeesofficers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of a Portfolio the Portfolios that it distributes or the Contracts and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees to indemnify and hold harmless the Company and the principal underwriter for the Contracts and each of its directors, their directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares Shares of a Portfolio the Designated Portfolios or the Contracts; and:

Indemnification by the Underwriter. 8.2(a7.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, trustees and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) (for purposes of this Section 7.2, collectively a “Loss”) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio andsettlements:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employeesofficers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the "Indemnified Parties" and individually, an "Indemnified Party,indemnified parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company and each of its directors, officers and employeesofficers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of a Portfolio the Portfolios that it distributes or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company and its affiliated principal underwriter within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the UnderwriterUnderwriter which shall not be unreasonably withheld) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a10.2(a). The Underwriter agrees to indemnify and hold harmless the Company Company, its parent, and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an "“Indemnified Party," ” for purposes of this Section 8.210.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees agrees, with respect to each Fund that it distributes, to indemnify and hold harmless the Company and each of its directors, officers and employeesofficers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of a Portfolio the Funds that it distributes or the Contracts and:

Indemnification by the Underwriter. 8.2(a(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio the Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). 7.2(a) The Underwriter agrees to indemnify and hold harmless the Company and the principal underwriter for the Contracts and each of its directors, their respective directors and officers and employees, the principal underwriter for the Contracts and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an "“Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and the underwriter for the Contracts and each of its directors, their respective directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, fines, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) (for purposes of this Section 8.2. collectively a “Loss”) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust’s shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). ) The Underwriter agrees to indemnify and hold harmless the Company and the principal underwriter for the Contracts and each of its directors, their respective directors and officers and employees, the principal underwriter for the Contracts and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a9.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.29.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls or is affiliated with the Company within the meaning of Section 15 of the 1933 Act or the 1940 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds’ shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid [page break] in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of of, or investment in, the Fund’s shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an "“Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, it directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds’ shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). ) The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls or is affiliated with the Company within the meaning of Section 15 of the 1933 Act or the 1940 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including reasonable amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a8.2.(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expensesexpenses in connection with such litigation) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:: 77

Indemnification by the Underwriter. 8.2(a7.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.27.2) against any and all losses, claims, damages (excluding consequential damages), liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio andsettlements:

Indemnification by the Underwriter. 8.2(a(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute (or regulation), at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). 7.2(a) The Underwriter agrees to indemnify and hold harmless the Company and the principal underwriter for the Contracts and each of its directors, their respective directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually, an "Indemnified PartyParry," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a the Portfolio that it manages or the Contracts and:

Indemnification by the Underwriter. 8.2(a7.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Company (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio andsettlements:

Indemnification by the Underwriter. 8.2(a7.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, trustees and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) (for purposes of this Section 7.2, collectively a “Loss”) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect rcspcct thereof) or settlements are related to the sale or acquisition of of, or investment in, the Fund’s shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "an “Indemnified Parties" ” and individually, an "“Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls or is affiliated with the Company within the meaning of Section 15 of the 1933 Act or the 1940 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including reasonable amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "an “Indemnified Parties" ” and individually, an "“Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees to indemnify and hold harmless the Company Company, the underwriter of the contracts and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). 7.2(a) The Underwriter agrees to indemnify and hold harmless the Company and (not a party hereto) each of its directors, officers respective directors and employeesofficers, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its it directors, officers and employeesofficers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Company (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) expenses)(collectively, “Losses”), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale sale, issuance or acquisition of of, or investment in, the Fund’s shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company and its affiliated principal underwriter within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the UnderwriterUnderwriter which shall not be unreasonably withheld) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a6.2(a). The Underwriter agrees to indemnify and hold harmless the Company and Distributor and each of its directors, their directors and officers and employees, and each person, if any, who controls the Company or Distributor within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of any Fund's shares or the Contracts and arise out of a Portfolio andor result from or are based upon any:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers officers, employees, and employeesagents, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio andsettlements:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its it directors, officers and employeesofficers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees agrees, with respect to each Portfolio that it distributes, to indemnify and hold harmless the Company and each of its directors, officers and employeesofficers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party,INDEMNIFIED PARTIES" for purposes of this Section 8.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and who is under common control with the Company (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation expenses (including to the extent reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition distribution of shares Shares of a Portfolio the Designated Portfolios or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a the Portfolio that it manages or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, it directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) (for purposes of this Section 8.2, collectively a “Loss”) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a7.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.27.2) against any and all losses, claims, damages (excluding consequential damages), liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio andsettlements:

Indemnification by the Underwriter. 8.2(a7.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, trustees and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) (for purposes of this Section 7.2, collectively a “Loss”) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to Fund’s shares or the sale or acquisition of shares of a Portfolio Contracts; and:

Indemnification by the Underwriter. 8.2(a). ) The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls or is affiliated with the Company within the meaning of Section 15 of the 1933 Act or the 1940 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a9.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an "“Indemnified Party," ” for purposes of this Section 8.29.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) ), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a7.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, trustees and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.27.2) against any and all losses, claims, damages, and liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) (for purposes of this Section 7.2, collectively a “Loss”) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees agrees, with respect to each Fund that it distributes, to indemnify and hold harmless the Company and each of its directors, officers and employeesofficers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.26.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of a Portfolio the Funds that it distributes or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” and individually, an "“Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). 8.2 (a) The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls or is affiliated with the Company within the meaning of Section 15 of the 1933 Act or the 1940 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts and:

Indemnification by the Underwriter. 8.2(a). (a) The Underwriter agrees to indemnify and hold harmless the Company Insurer and each of its directors, directors and officers and employees, and each person, if any, who controls the Company Insurer within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund and/or the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or liabilities, expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares of a Portfolio and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers officers, employees and employeesagents, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio andsettlements:

Indemnification by the Underwriter. 8.2(a7.2(a). The Except as provided in section 1.4 hereof, the Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio andsettlements:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers officers, employees and employeesagents, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the an "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio Fund or the Contracts and:

Indemnification by the Underwriter. 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, it's directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares of a Portfolio or the Contracts; and:

Indemnification by the Underwriter. 8.2(a7.2(a). The Except as provided in section 1.4 hereof, the Underwriter agrees to indemnify and hold harmless the Company and each of its directors, directors and officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" and individually, an "Indemnified Party," ” for purposes of this Section 8.27.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio andsettlements: