Common use of Performance of Service; Limitation of Liability Clause in Contracts

Performance of Service; Limitation of Liability. A. FMFS shall exercise reasonable care in the performance of its duties under this Agreement. FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Company, except a loss relating to FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct. Each Company shall indemnify and hold harmless FMFS from and against any and all claims, demands, losses, expenses, and liabilities (including reasonable attorneys' fees) resulting from the negligence of the Company (unless contributed to by FMFS' refusal or failure to comply with this Agreement, negligence, bad faith or willful misconduct) or resulting from FMFS' reasonable reliance upon any written or oral instruction provided to FMFS by a duly authorized officer of the Company (and included in a list of authorized officers furnished to FMFS as amended from time to time in writing by resolution of the board of directors of the Company). FMFS shall indemnify and hold each Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which the Company may sustain or incur or which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies, FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FMFS. FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of each Company shall be entitled to inspect FMFS's premises and operating capabilities at any time during regular business hours of FMFS, upon reasonable notice to FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. B. Upon the assertion of a claim for indemnification, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the claim; provided, however, that failure by the indemnitee to advise the indemnitor shall not relieve the indemnitor of any liability hereunder which it may have to the indemnitee. The indemnitor shall have the option to participate in the defense of the indemnitee against any claim, or to defend against the claim in its own name or in the name of the indemnitee through counsel acceptable to the indemnitee. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.

Performance of Service; Limitation of Liability. A. FMFS shall exercise reasonable care in the performance of its duties under this Agreement. FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Company, except a loss relating to FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct. Each Company shall indemnify and hold harmless FMFS from and against any and all claims, demands, losses, expenses, and liabilities (including reasonable attorneys' fees) resulting from the negligence of the Company (unless contributed to by FMFS' refusal or failure to comply with this Agreement, negligence, bad faith or willful misconduct) or resulting from FMFS' reasonable reliance upon any written or oral instruction provided to FMFS by a duly authorized officer of the Company (and included in a list of authorized officers furnished to FMFS as amended from time to time in writing by resolution of the board of directors of the Company). FMFS shall indemnify and hold each Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which the Company may sustain or incur or which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies, FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FMFS. FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of each Company shall be entitled to inspect FMFS's premises and operating capabilities at any time during regular business hours of FMFS, upon reasonable notice to FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. B. Upon the assertion of a claim for indemnification, indemnification the indemnitor shall be fully and promptly advised of all pertinent facts concerning the claim; provided, however, that failure by the indemnitee to advise the indemnitor shall not relieve the indemnitor of any liability hereunder which it may have to the indemnitee. The indemnitor shall have the option to participate in the defense of the indemnitee against any claim, or to defend against the claim in its own name or in the name of the indemnitee through counsel acceptable to the indemnitee. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.

Performance of Service; Limitation of Liability. A. FMFS FTC shall exercise reasonable care in the performance of its duties under this the Agreement. FMFS The Fund agrees to reimburse and make FTC whole for any loss or damages (including reasonable fees and expenses of legal counsel) arising out of or in connection with its actions under this Agreement so long as FTC acts in good faith and is not negligent or guilty of any willful misconduct. The Fund accepts all responsibility, including, but not limited to, liability for any recision action for filing state securities registrations, or failing to file securities registrations, for all of its funds listed in Schedule A, prior to May 1, 1997. FTC shall not be liable or responsible for any error delays or errors occurring by reason of judgment circumstances beyond its control, including acts of civil or mistake military authority, natural or state emergencies, fire, mechanical breakdown, flood or catastrophe, act of law or for any loss suffered by a CompanyGod, except a loss relating to FMFS's refusal insurrection, war, riots, or failure to comply with the terms of this Agreement or from bad faithtransportation, negligencecommunication, or willful misconduct. Each Company shall indemnify and hold harmless FMFS from and against any and all claims, demands, losses, expenses, and liabilities (including reasonable attorneys' fees) resulting from the negligence of the Company (unless contributed to by FMFS' refusal or failure to comply with this Agreement, negligence, bad faith or willful misconduct) or resulting from FMFS' reasonable reliance upon any written or oral instruction provided to FMFS by a duly authorized officer of the Company (and included in a list of authorized officers furnished to FMFS as amended from time to time in writing by resolution of the board of directors of the Company). FMFS shall indemnify and hold each Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which the Company may sustain or incur or which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconductpower supply. In the event of a mechanical breakdown or failure of communication or power suppliesbeyond its control, FMFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continuescontinues beyond FTC's control. FMFS FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FMFSFTC. FMFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision provisions for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of each Company the Fund shall be entitled to inspect FMFSFTC's premises and operating capabilities at any time during regular business hours of FMFSFTC, upon reasonable notice to FMFSFTC. This indemnification includes any act, omission to act, or delay by FTC in reliance upon, or in accordance with, any written or oral instruction it receives from any duly authorized officer of the Fund. Regardless of the above, FMFS FTC reserves the right to reprocess and correct administrative errors at its own expense. B. Upon the assertion of a claim for indemnification, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the claim; provided, however, that failure by the indemnitee to advise the indemnitor shall not relieve the indemnitor of any liability hereunder which it may have to the indemnitee. The indemnitor shall have the option to participate in the defense of the indemnitee against any claim, or to defend against the claim in its own name or in the name of the indemnitee through counsel acceptable to the indemnitee. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.

Performance of Service; Limitation of Liability. A. FMFS shall exercise reasonable care in the performance of its duties under the Agreement. Trust agrees to reimburse and make FMFS whole for any loss or damages (including reasonable fees and expenses of legal counsel) arising out of or in connection with its actions under this Agreement so long as FMFS acts in good faith and is not negligent or guilty of any willful misconduct or in breach of this Agreement. Trust accepts all responsibility, including, but not limited to, liability for any rescission action for filing state securities registrations, or failing to file securities registrations, for all of its funds listed in Exhibit A, prior to September 21, 2000, or similar date that FMFS assumes responsibility for Blue Sky compliance services so long as FMFS acts in good faith and is not negligent or guilty of any willful misconduct. FMFS agrees to reimburse and make Trust whole for any loss or damages (including reasonable fees and expenses of legal counsel) arising out of or in connection with its actions under this Agreement so long as Trust acts in good faith and is not negligent or guilty of any willful misconduct or in breach of this Agreement. FMFS shall not be liable or responsible for any error delays or errors occurring by reason of judgment circumstances beyond its control, including acts of civil or mistake military authority, natural or state emergencies, fire, mechanical breakdown, flood or catastrophe, act of law or for any loss suffered by a CompanyGod, except a loss relating to FMFS's refusal insurrection, war, riots, or failure to comply with the terms of this Agreement or from bad faithtransportation, negligencecommunication, or willful misconduct. Each Company shall indemnify and hold harmless FMFS from and against any and all claims, demands, losses, expenses, and liabilities (including reasonable attorneys' fees) resulting from the negligence of the Company (unless contributed to by FMFS' refusal or failure to comply with this Agreement, negligence, bad faith or willful misconduct) or resulting from FMFS' reasonable reliance upon any written or oral instruction provided to FMFS by a duly authorized officer of the Company (and included in a list of authorized officers furnished to FMFS as amended from time to time in writing by resolution of the board of directors of the Company). FMFS shall indemnify and hold each Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which the Company may sustain or incur or which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconductpower supply. In the event of a mechanical breakdown or failure of communication or power suppliesbeyond its control, FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continuescontinues beyond FMFS's control. FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FMFS. FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision provisions for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of each Company the Fund shall be entitled to inspect FMFS's premises and operating capabilities at any time during regular business hours of FMFS, upon reasonable notice to FMFS. This indemnification includes any act, omission to act, or delay by FMFS in reliance upon, or in accordance with, any written or oral instruction it receives from any duly authorized officer of Trust. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. B. Upon the assertion of a claim for indemnification, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the claim; provided, however, that failure by the indemnitee to advise the indemnitor shall not relieve the indemnitor of any liability hereunder which it may have to the indemnitee. The indemnitor shall have the option to participate in the defense A copy of the indemnitee against any claim, or to defend against the claim in its own name or in the name Agreement and Declaration of Trust of the indemnitee through counsel acceptable to the indemnitee. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except Trust is on file with the indemnitor's prior written consentSecretary of the Commonwealth of Massachusetts, and notice is hereby given that this agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually, and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Trust or of the applicable series thereof.

Performance of Service; Limitation of Liability. A. FMFS shall exercise reasonable care and to act in good faith in the performance of its duties under this Agreement. FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Companythe Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond FMFS's control, except a loss relating to resulting from FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconductmisconduct on its part in the performance of its duties under this Agreement. Each Company Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless FMFS from and against any and all claims, demands, losses, expenses, and liabilities (including reasonable attorneys' feeswhether with or without basis in fact or law) resulting from the negligence of the Company (unless contributed to by FMFS' refusal or failure to comply with this Agreement, negligence, bad faith or willful misconduct) or resulting from FMFS' reasonable reliance upon any written or oral instruction provided to FMFS by a duly authorized officer of the Company (and included in a list of authorized officers furnished to FMFS as amended from time to time in writing by resolution of the board of directors of the Company). FMFS shall indemnify and hold each Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which the Company FMFS may sustain or incur or which may be asserted against the Company FMFS by any person other than the Fund arising out of any action taken or omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply it in performing the services hereunder (i) in accordance with the terms of this Agreement, its bad faith, negligenceforegoing standards, or willful misconduct(ii) in reliance upon any written or oral instruction for a proper corporate purpose provided to FMFS by any duly authorized officer of the Fund, such duly authorized officer to be included in a list of authorized officers furnished to FMFS and as amended from time to time in writing by resolution of the Board of Directors of the Fund. In the event of a mechanical breakdown or failure of communication or power suppliessupplies beyond its control, FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continuescontinues beyond FMFS's control. FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FMFS. FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of each Company the Funds shall be entitled to inspect FMFS's premises and operating capabilities at any time during regular business hours of FMFS, upon reasonable notice to FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. B. Upon In order that the assertion of a claim for indemnificationindemnification provisions contained in this section shall apply, it is understood that if in any case the Fund may be asked to indemnify or hold FMFS harmless, the indemnitor Fund shall be fully and promptly advised of all pertinent facts concerning the claim; providedsituation in question, however, and it is further understood that failure by FMFS will use all reasonable care to notify the indemnitee Fund promptly concerning any situation which presents or appears likely to advise present the indemnitor shall not relieve probability of such a claim for indemnification against the indemnitor of any liability hereunder which it may have to the indemniteeFund. The indemnitor Fund shall have the option to participate in defend FMFS against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FMFS and thereupon the Fund shall take over complete defense of the indemnitee against any claim, and FMFS shall in such situation initiate no further legal or to defend against the claim in its own name or in the name of the indemnitee through counsel acceptable to the indemniteeother expenses for which it shall seek indemnification under this section. The indemnitee FMFS shall in no case confess any claim or make any compromise in any case in which the indemnitor Fund will be asked to indemnify the indemnitee FMFS except with the indemnitorFund's prior written consent. C. FMFS shall indemnify and hold the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Fund by any person arising out of any action taken or omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct.

Performance of Service; Limitation of Liability. A. FMFS shall exercise reasonable care in the performance of its duties under the Agreement. Trust agrees to reimburse and make FMFS whole for any loss or damages (including reasonable fees and expenses of legal counsel) arising out of or in connection with its actions under this Agreement so long as FMFS acts in good faith and is not negligent or guilty of any willful misconduct. Trust accepts all responsibility, including, but not limited to, liability for any recision action for filing state securities registrations, or failing to file securities registrations, for all of its funds listed in Exhibit A, prior to September 21, 2000, or similar date that FMFS assumes responsibility for Blue Sky compliance services. FMFS agrees to reimburse and make Trust whole for any loss or damages (including reasonable fees and expenses of legal counsel) arising out of or in connection with its actions under this Agreement so long as Trust acts in good faith and is not negligent or guilty of any willful misconduct or in breach of this Agreement. FMFS shall not be liable or responsible for any error delays or errors occurring by reason of judgment circumstances beyond its control, including acts of civil or mistake military authority, natural or state emergencies, fire, mechanical breakdown, flood or catastrophe, act of law or for any loss suffered by a CompanyGod, except a loss relating to FMFS's refusal insurrection, war, riots, or failure to comply with the terms of this Agreement or from bad faithtransportation, negligencecommunication, or willful misconduct. Each Company shall indemnify and hold harmless FMFS from and against any and all claims, demands, losses, expenses, and liabilities (including reasonable attorneys' fees) resulting from the negligence of the Company (unless contributed to by FMFS' refusal or failure to comply with this Agreement, negligence, bad faith or willful misconduct) or resulting from FMFS' reasonable reliance upon any written or oral instruction provided to FMFS by a duly authorized officer of the Company (and included in a list of authorized officers furnished to FMFS as amended from time to time in writing by resolution of the board of directors of the Company). FMFS shall indemnify and hold each Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which the Company may sustain or incur or which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconductpower supply. In the event of a mechanical breakdown or failure of communication or power suppliesbeyond its control, FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continuescontinues beyond FMFS's control. FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FMFS. FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision provisions for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of each Company the Fund shall be entitled to inspect FMFS's premises and operating capabilities at any time during regular business hours of FMFS, upon reasonable notice to FMFS. This indemnification includes any act, omission to act, or delay by FMFS in reliance upon, or in accordance with, any written or oral instruction it receives from any duly authorized officer of Trust. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. B. Upon the assertion of a claim for indemnification, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the claim; provided, however, that failure by the indemnitee to advise the indemnitor shall not relieve the indemnitor of any liability hereunder which it may have to the indemnitee. The indemnitor shall have the option to participate in the defense A copy of the indemnitee against any claim, or to defend against the claim in its own name or in the name Agreement and Declaration of Trust of the indemnitee through counsel acceptable to the indemnitee. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except Trust is on file with the indemnitor's prior written consentSecretary of the Commonwealth of Massachusetts, and notice is hereby given that this agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually, and that the obligations of the instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Trust or of the applicable series thereof.