Common use of Reliance and Indemnification Clause in Contracts

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 above; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so); (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said records. If neither the Company nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filingAuthorized Person. AST may also rely in good faith on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely in good faith on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by a shareholder or on behalf of the Company or a Shareholderby an Authorized Person; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, reasonable counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence negligence, fraud, reckless disregard or willful misconduct; (b) The Company’s lack of good faith, gross negligence or willful misconduct or the material breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 above; (d) Any action(s) reasonably performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so);; or (ed) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnitiesindemnities upon final determination by a court of competent jurisdiction that AST is entitled to indemnification. 6.03 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said records. If neither the Company nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 AST shall be responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, reasonable counsel fees, and expenses, payments, general expenses and/or liability arising out of or attributable to AST’s refusal or failure to comply with the terms of this Agreement, or which arise out of AST’s negligence, fraud, reckless disregard or willful misconduct or which arise out of the breach of any representation or warranty of AST hereunder, for which AST is not entitled to indemnification under this Agreement. 6.05 Upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The foregoing indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify it, except with the indemnifying party’s prior written consent. 6.06 The indemnities contained in Section 6 shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s 's legal counselcounsel provided that AST acts reasonably pursuant to such advice. AST may, in any event, rely on advice received from its legal counselcounsel at its own expense, provided that AST acts reasonably pursuant to such advice. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability (collectively, "Losses") arising out of or attributable to: (a) AST’s 's (and/or its agents’ ' or subcontractors’') actions performed in its capacity as sub-transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s 's lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 above; (d) Any action(s) performed pursuant to a direction written order or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior prompt notice when practicableupon receiving such order or request, unless AST is legally compelled not permitted to do so), provided that AST's actions in response to such order or request are reasonable and that AST furnishes information only to the extent it is legally required, unless the Company has consented to such disclosure; (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said records. If neither the Company nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 The Company shall not be responsible for, and AST shall indemnify and hold the Company and the Funds harmless from and against, any and all Losses arising out of or attributable to: (a) negligence or willful misconduct by AST (or one of its agents or subcontractors) in the performance of the services hereunder; (b) any breach of any covenant or obligation of AST (or one of its agents or subcontractors) contained in this Agreement; or (c) any failure by AST or one of its agents or subcontractors to comply with Applicable Law. 6.05 The foregoing indemnities shall not terminate on termination of AST’s 's acting as sub-transfer agent and/or registrar, and they are irrevocable. AST’s 's acceptance of its appointment as sub-transfer agent and/or registrar, evidenced by its acting as such for any period, on the one hand, and the Company's receipt of such services, on the other hand, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely rely, in good faith, on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconductmisconduct and not in breach of this Agreement; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section Section 6.01 above; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so); (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate issued prior to the date of its appointment and not reflected in said records. If neither the Company nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 6.1 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 6.2 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 above; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so); (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 6.3 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said records. If neither the Company nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 6.4 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, thereto (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; , (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; , and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions as provided to the Company that are received from the Company’s legal counsel. AST may, in any event, rely on advice received in good faith from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholdershareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, reasonable counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconductmisconduct or are taken in material breach of this Agreement; (b) The Company’s lack of good faith, gross negligence or willful misconduct or the material breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in reasonable reliance in accordance with section 6.01 abovehereof; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so);; or (e) Any reasonable expenses, including reasonable attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 Company shall not be responsible for, and AST will research the records delivered shall indemnify and hold Company harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, reasonable counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to it on AST’s (and/or its appointment as agent if it agents’ or subcontractors’) gross negligence, willful misconduct, actions not taken in good faith, or actions taken in breach of this Agreement. 6.04 If AST receives a stock certificate not reflected in said its records, AST will research records, if any, delivered to it upon its appointment as transfer agent from a prior transfer agent (or from the Company). If such records do not exist or if such certificate cannot be reconciled with such records, then AST will notify the Company. If neither the Company nor AST is able to reconcile said such certificate with said any records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 6.05 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 6.01. AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, thereto (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; , (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; , and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholdershareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 6.02. AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 abovehereof; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so);; or (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 6.03. If AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said its records, AST will research records, if any, delivered to it upon its appointment as transfer agent from a prior transfer agent (or from the Company). If such records do not exist or if such certificate cannot be reconciled with such records, then AST will notify the Company. If neither the Company nor AST is able to reconcile said such certificate with said any records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 6.04. The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the CompanyFund, unless, prior thereto, thereto (a) the Company Fund shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; Fund, (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; , and (c) the Company Fund thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the CompanyFund’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company Fund or a Shareholdershareholder of the Fund, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company Fund or a Shareholder shareholder of the Fund as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the CompanyFund. 6.02 AST shall not be responsible forFrom and at all times after the date of this Agreement, the Fund covenants and the Company shall indemnify agrees to defend, indemnify, reimburse and hold harmless AST harmless from and againstits officers, directors, employees, affiliates and agents (each, an “AST Indemnified Party”) against any and all actions, claims, losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel liability or reasonable expenses (including legal and other fees and expenses, payments, general expenses and/or liability ) incurred by or asserted against any AST Indemnified Party arising out of or attributable to: in connection with (ai) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken or not taken in accordance with section Section 6.01 above; hereof, (dii) Any any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company Fund with prior notice when practicable, unless AST is not permitted to do so); , or (eiii) Any the enforcement of the indemnity hereunder. Notwithstanding the foregoing, the Fund shall have no obligation hereunder for such losses incurred as a result of an AST Indemnified Party’s negligence, bad faith or willful misconduct. AST shall promptly notify (the “AST Indemnity Notice”) the Fund upon receipt of a written assertion of a claim, or of any action commenced against AST; provided, however, that failure by AST to provide such AST Indemnity Notice shall not relieve the Fund of any liability hereunder if no prejudice occurs. The Fund shall be entitled, upon its election, by written notice given to AST within ten (10) days after the receipt of the AST Indemnity Notice (without prejudice to the right to AST to participate at its expense through counsel of its own choosing), to assume the defense or prosecution of such claim and any action resulting therefrom at its expense and through counsel of its own choosing. The Fund shall not, in the defense or prosecution of such claim or action, except with AST’s prior written consent, which shall not be unreasonably withheld, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving to AST a release from all liability regarding such claim or litigation. AST shall cooperate in the defense or prosecution of such claim or litigation. If the Fund does not assume the defense of any such claim or action, AST may defend against such claim or action in such manner as it may deem appropriate and may settle such claim or action, after receiving the Fund’s written consent, which shall not be unreasonably withheld, on such terms as AST may deem appropriate so long as AST does not enter into any settlement which admits fault on the part of the Fund or creates liability on the part of the Fund. From and at all times after the date of this Agreement, AST covenants and agrees to defend, indemnify, reimburse and hold harmless the Fund and its officers, directors/trustees, employees and affiliates (each, a “Fund Indemnified Party”) against any actions, claims, losses, liability or reasonable expenses (including legal and other fees and expenses) incurred by or asserted against any Fund Indemnified Party arising out of or in connection with (i) any material misstatement or omission in any and all materials prepared by AST for distribution to shareholders, including attorney feesany other materials prepared by AST and any or all representations made by AST to the extent such representations differ from instructions received under this Agreement or (ii) the enforcement of the indemnity hereunder; provided, however, that AST shall have no obligation hereunder for such losses incurred as a result of a Fund Indemnified Party’s negligence, bad faith or willful misconduct. The Fund shall promptly notify (the “Fund Indemnity Notice”) AST upon receipt of a written assertion of a claim, or of any action commenced against the Fund; provided, however, that failure by the Fund to provide such Fund Indemnity Notice shall not relieve AST of any liability hereunder if no prejudice occurs. AST shall be entitled, upon its election, by written notice given to the Fund within ten (10) days after the receipt of the Fund Indemnity Notice (without prejudice to the right to the Fund to participate at its expense through counsel of its own choosing), to assume the defense or prosecution of such claim and any action resulting therefrom at its expense and through counsel of its own choosing. AST shall not, in seeking the defense or prosecution of such claim or action, except with the Fund’s prior written consent, which shall not be unreasonably withheld, consent to enforce the foregoing indemnitiesentry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving the Fund Indemnified Parties a release from all liability regarding such claim or litigation. The Fund shall cooperate in the defense or prosecution of such claim or litigation. If AST does not assume the defense of any such claim or action, the Fund may defend against such claim or action in such manner as it may deem appropriate and may settle such claim or action, after receiving AST’s consent, which shall not be unreasonably withheld, on such terms as the Fund may deem appropriate so long as the Fund does not enter into any settlement which admits fault on the part of AST or creates liability on the part of AST. 6.03 If AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said its records, AST will research records, if any, delivered to it upon its appointment as transfer agent from a prior transfer agent (or from the Fund). If such records do not exist or if such certificate cannot be reconciled with such records, then AST will notify the Fund. If neither the Company Fund nor AST is able to reconcile said such certificate with said any records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company Fund shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrarthis Agreement, and they are irrevocable. AST’s and the Fund’s acceptance of its appointment as transfer agent and/or registrarthe terms of this Agreement, evidenced by either party performing its acting as such duties hereunder for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 above; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so); (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 The Company shall not be responsible for, and AST shall indemnify and hold the Company harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar taken in bad faith and with gross negligence or willful misconduct. 6.04 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said records. If neither the Company nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 6.05 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, thereto (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; , (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; , and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholdershareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 abovehereof; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so);; or (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities.. AST Confidential and Proprietary Information – Version July 2012 6 6.03 If AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said its records, AST will research records, if any, delivered to it upon its appointment as transfer agent from a prior transfer agent (or from the Company). If such records do not exist or if such certificate cannot be reconciled with such records, then AST will notify the Company. If neither the Company nor AST is able to reconcile said such certificate with said any records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto, thereto (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; , (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; , and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholdershareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence negligence, fraud or willful misconduct; (b) The Company’s lack of good faith, negligence negligence, fraud or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 abovehereof; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so);; or (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 If AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said its records, AST will research records, if any, delivered to it upon its appointment as transfer agent from a prior transfer agent (or from the Company). If such records do not exist or if such certificate cannot be reconciled with such records, then AST will notify the Company. If neither the Company nor AST is able to reconcile said such certificate with said any records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the CompanyIssuer, unlessUNLESS, prior thereto, (a) the Company Issuer shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the CompanyIssuer; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company Issuer thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s Issuer's legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company Issuer or a ShareholderSecurityholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company Issuer or a Shareholder Securityholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the CompanyIssuer. 6.02 AST shall not be responsible for, and the Company Issuer shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s 's (and/or its agents’ ' or subcontractors’') actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s Issuer's lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company Issuer hereunder; (c) Any action(s) taken in accordance with section 6.01 above; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company Issuer with prior notice when practicable, unless AST is not permitted to do so); (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said records. If neither the Company Issuer nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company Issuer shall either increase the number of its issued sharessecurities, or acquire and cancel a sufficient number of issued sharessecurities, to correct the overissue. 6.04 The foregoing indemnities shall not terminate on termination of AST’s 's acting as transfer agent and/or registrar, and they are irrevocable. AST’s 's acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the CompanyFund, unless, prior thereto, thereto (a) the Company Fund shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; Fund, (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; , and (c) the Company Fund thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the CompanyFund’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company Fund or a Shareholdershareholder of the Fund, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company Fund or a Shareholder shareholder of the Fund as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company.Fund. AST Confidential and Proprietary Information – Version February 2014 6.02 AST shall not be responsible forFrom and at all times after the date of this Agreement, the Fund covenants and the Company shall indemnify agrees to defend, indemnify, reimburse and hold harmless AST harmless from and againstits officers, directors, employees, affiliates and agents (each, an “AST Indemnified Party”) against any and all actions, claims, losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel liability or reasonable expenses (including legal and other fees and expenses, payments, general expenses and/or liability ) incurred by or asserted against any AST Indemnified Party arising out of or attributable to: in connection with (ai) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken or not taken in accordance with section Section 6.01 above; hereof, (dii) Any any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company Fund with prior notice when practicable, unless AST is not permitted to do so); , or (eiii) Any the enforcement of the indemnity hereunder. Notwithstanding the foregoing, the Fund shall have no obligation hereunder for such losses incurred as a result of an AST Indemnified Party’s negligence, bad faith or willful misconduct. AST shall promptly notify (the “AST Indemnity Notice”) the Fund upon receipt of a written assertion of a claim, or of any action commenced against AST; provided, however, that failure by AST to provide such AST Indemnity Notice shall not relieve the Fund of any liability hereunder if no prejudice occurs. The Fund shall be entitled, upon its election, by written notice given to AST within ten (10) days after the receipt of the AST Indemnity Notice (without prejudice to the right to AST to participate at its expense through counsel of its own choosing), to assume the defense or prosecution of such claim and any action resulting therefrom at its expense and through counsel of its own choosing. The Fund shall not, in the defense or prosecution of such claim or action, except with AST’s prior written consent, which shall not be unreasonably withheld, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving to AST a release from all liability regarding such claim or litigation. AST shall cooperate in the defense or prosecution of such claim or litigation. If the Fund does not assume the defense of any such claim or action, AST may defend against such claim or action in such manner as it may deem appropriate and may settle such claim or action, after receiving the Fund’s written consent, which shall not be unreasonably withheld, on such terms as AST may deem appropriate so long as AST does not enter into any settlement which admits fault on the part of the Fund or creates liability on the part of the Fund. From and at all times after the date of this Agreement, AST covenants and agrees to defend, indemnify, reimburse and hold harmless the Fund and its officers, directors/trustees, employees and affiliates (each, a “Fund Indemnified Party”) against any actions, claims, losses, liability or reasonable expenses (including legal and other fees and expenses) incurred by or asserted against any Fund Indemnified Party arising out of or in connection with (i) any material misstatement or omission in any and all materials prepared by AST for distribution to shareholders, including attorney feesany other materials prepared by AST and any or all representations made by AST to the extent such representations differ from instructions received under this Agreement or (ii) the enforcement of the indemnity hereunder; provided, however, that AST shall have no obligation hereunder for such losses incurred as a result of a Fund Indemnified Party’s negligence, bad faith or willful misconduct. The Fund shall promptly notify (the “Fund Indemnity Notice”) AST upon receipt of a written assertion of a claim, or of any action commenced against the Fund; provided, however, that failure by the Fund to provide such Fund Indemnity Notice shall not relieve AST of any liability hereunder if no prejudice occurs. AST shall be entitled, upon its election, by written notice given to the Fund within ten (10) days after the receipt of the Fund Indemnity Notice (without prejudice to the right to the Fund to participate at its expense through counsel of its own choosing), to assume the defense or prosecution of such claim and any action resulting therefrom at its expense and through counsel of its own choosing. AST shall not, in seeking the defense or prosecution of such claim or action, except with the Fund’s prior written consent, which shall not be unreasonably withheld, consent to enforce the foregoing indemnitiesentry of any judgment or enter into any settlement that does not include as an unconditional AST Confidential and Proprietary Information – Version February 2014 term thereof the giving the Fund Indemnified Parties a release from all liability regarding such claim or litigation. The Fund shall cooperate in the defense or prosecution of such claim or litigation. If AST does not assume the defense of any such claim or action, the Fund may defend against such claim or action in such manner as it may deem appropriate and may settle such claim or action, after receiving AST’s consent, which shall not be unreasonably withheld, on such terms as the Fund may deem appropriate so long as the Fund does not enter into any settlement which admits fault on the part of AST or creates liability on the part of AST. 6.03 If AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said its records, AST will research records, if any, delivered to it upon its appointment as transfer agent from a prior transfer agent (or from the Fund). If such records do not exist or if such certificate cannot be reconciled with such records, then AST will notify the Fund. If neither the Company Fund nor AST is able to reconcile said such certificate with said any records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company Fund shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrarthis Agreement, and they are irrevocable. AST’s and the Fund’s acceptance of its appointment as transfer agent and/or registrarthe terms of this Agreement, evidenced by either party performing its acting as such duties hereunder for any period, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the CompanyFund, unlessUNLESS, prior thereto, (a) the Company Fund shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the CompanyFund; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (c) the Company Fund thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s Fund's legal counsel, provided that AST acts reasonably pursuant to such advice. AST may, in any event, rely on advice received from its legal counselcounsel at its own expense, provided that AST acts reasonably pursuant to such advice. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company Fund or a Shareholdershareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company Fund or a Shareholder shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the CompanyFund. 6.02 AST shall not be responsible for, and the Company Fund shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, reasonable counsel fees and expenses, payments, general expenses and/or liability (collectively, "Losses") arising out of or attributable to: (a) AST’s 's (and/or its agents’ ' or subcontractors’') actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s Fund's lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company Fund hereunder; (c) Any action(s) taken in accordance with section 6.01 aboveabove provided that such actions are taken in good faith and without negligence or willful misconduct; (d) Any action(s) performed pursuant to a direction written order or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company Fund with prior prompt notice when practicableupon receiving such order or request, unless AST is legally compelled not permitted to do so);, provided that AST's actions in response to such order or request are reasonable and that AST furnishes information only to the extent it is legally required, unless the Fund has consented to such disclosure; or (e) Any reasonable expenses, including reasonable attorney fees, incurred in seeking to enforce the foregoing indemnities.. In any case in which a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be advised of all pertinent facts concerning the situation in question and the party seeking indemnification shall notify the indemnifying party promptly concerning any situation which presents or appears likely to present a claim for indemnification. The indemnifying party shall have the option to defend against any claim which may be the subject of this indemnification and, in the event that the indemnifying party so elects, such defense shall be conducted by counsel chosen by the indemnifying party, and thereupon the indemnifying party shall take over complete defense of the claim and the party seeking indemnification shall sustain no further legal or other expenses in such situation for which it seeks indemnification. The party seeking indemnification will not confess any claim or make any compromise in any case in which the indemnifying party will be asked to provide indemnification, except with the indemnifying party's prior written consent; 6.03 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said records. If neither the Company Fund nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company Fund shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 AST agrees to defend, indemnify and hold the Fund and its officers, directors and employees harmless from any and all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements and liabilities arising under the federal securities laws and any state and foreign securities and blue sky laws) ("Claims") arising directly or indirectly from the negligence, bad faith or willful misfeasance of AST in the performance of its duties hereunder. Notwithstanding the foregoing, the Fund shall not be indemnified against any Claim caused by the Fund's or the Fund's other service providers' willful misfeasance, bad faith or negligence. 6.05 The foregoing indemnities shall not terminate on termination of AST’s 's acting as transfer agent and/or registrar, and they are irrevocable. AST’s 's acceptance of its appointment as transfer agent, dividend disbursing agent and/or registrar, evidenced by its acting as such for any period, on the one hand, and the Fund's receipt of such services, on the other hand, shall be deemed sufficient consideration for the foregoing indemnities.

Reliance and Indemnification. 6.01 AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee persons who are designated officers of the Company, unless, prior thereto, provided (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company; (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures; and (cb) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a Shareholder; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a Shareholder as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company. 6.02 AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, reasonable counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to: (a) AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) Any action(s) taken in accordance with section 6.01 above; (d) Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall, however, provide the Company with prior notice when practicable, unless AST is not permitted to do so); (e) Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities. 6.03 AST will research the records delivered to it on its appointment as agent if it receives a stock certificate not reflected in said records. If neither the Company nor AST is able to reconcile said certificate with said records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue. 6.04 AST shall be responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, reasonable counsel fees, and expenses, payments, general expenses and/or liability arising out of or attributable to AST’s refusal or failure to comply with the terms of this Agreement, or which arise out of AST’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of AST hereunder. 6.05 Upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify it, except with the indemnifying party’s prior written consent. 6.06 The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.