Common use of Standard of Care and Indemnification Clause in Contracts

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING (a) The Administrator shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made , to act in good faith and consistent to use its best efforts in performing the services provided for under this Agreement. (b) The Fund agrees to indemnify and hold harmless Administrator, its employees, agents, officers, directors, shareholders, affiliates and nominees (collectively, “Administrator Indemnified Parties”) from and against any and all claims, demands, actions and suits, and any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Administrator Indemnified Party or for which any Administrator Indemnified Party may be held liable (an “Administrator Claim”), arising out of any of the following: (i) the Fund’s willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; (ii) the Fund’s refusal or failure to comply with the foregoing standard terms of carethis Agreement, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against a breach of any liability to representation or warranty of the Fund made herein; (iii) Administrator’s reliance on, implementation of, or use of Oral or Written Instructions, communications, data, documents or information (without investigation or verification) received by Administrator from an officer or representative of the Fund or any past or current service provider (not including Administrator); (iv) the legality of the issue or sale of any interests, the sufficiency of the amount received therefore, or the authority of the Fund, as the Portfolio case may be, to have requested such sale or issuance; (v) the legality of the declaration of any dividend by the Fund, or the legality of the issue of any interests in payment of any dividend; (vi) the legality of any recapitalization or readjustment of interests; (vii) Administrator’s acting upon Oral or Written Instructions relating to the subscription or tender of interests received by Administrator in accordance with procedures established by Administrator and the Fund; (viii) the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of interests unless the result of Administrator’s or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of affiliates’ willful misfeasance, bad faith or negligence in the performance of its duties, duties or from reckless disregard by reason it of its obligations and duties under this Agreement. In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the subscription or tender of interests shall be presumed not to have been the result of Administrator’s or its affiliates’ willful misfeasance, bad faith or negligence; and (ix) the offer or sale of interests in violation of any requirement under the securities laws or regulations of any state that such interests be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such interests in such state. (c) The Administrator agrees to indemnify and hold harmless the Fund, its employees, agents, officers, directors, shareholders, affiliates and nominees (collectively, “Fund Indemnified Parties”) from and against any and all claims, demands, actions and suits, and any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Fund Indemnified Party or for which any Fund Indemnified Party may be held liable (an “Fund Claim”), arising out of or in any way relating to any of the following: (i) the Administrator’s willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder. The Fund agrees, on behalf of ; or (ii) the Portfolio, Administrator’s refusal or failure to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection comply with the performance terms of this Agreement, except or the Administrator’s breach of any representation or warranty of the Administrator made herein; (d) An Indemnified Party will notify the indemnifying party promptly after identifying any situation which it believes presents or appears likely to present a claim for which the indemnifying party may be required to indemnify or hold the Indemnified Parties harmless hereunder. In such as may arise from event, the indemnifying party shall have the option to defend the Indemnified Parties against any claim, and, in the event that the indemnifying party so elects, such defense shall be conducted by counsel chosen by the indemnifying party and approved by the Indemnified Parties in their own negligent action, negligent failure to act or willful misconductreasonable discretion. The foregoing notwithstandingIndemnified Parties shall not confess any claim or make any compromise in any case in which the indemnifying party will be asked to provide indemnification, FUND ACCOUNTING will in no event be liable for any loss resulting from except with the acts, omissions, lack of financial responsibility, or failure to perform the indemnifying party’s prior written consent. (e) The obligations of any person or organization designated by the Fund to be parties under Section 6 shall indefinitely survive the authorized agent termination of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedthis Agreement.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. A. The Fund agrees that FUND ACCOUNTING Company shall not be liable under this Agreement for any error of judgment or mistake of law made or for any loss suffered by the Investment Company in good faith and consistent connection with the foregoing standard matters to which Section Two of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fundrelates, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties, duties or by reason of its from reckless disregard by it of its obligations and duties hereunderunder this Agreement. The Fund agreesCompany shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, on behalf and shall be without liability for any action reasonably taken or omitted pursuant to such advice provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Any person, even though also an officer, director, trustee, partner, employee or agent of the PortfolioCompany, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company. B. Subject to the conditions set forth below; the Investment Company agrees to indemnify and hold harmless FUND ACCOUNTING the Company against any and its employeesall loss, agents and nominees from all taxesliability, chargesclaim, expenses, assessments, claims and liabilities damage or expense whatsoever (including the reasonable attorneys' feescost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) incurred arising by reason of any action taken or assessed thing done by the Company in performing Administrative Services pursuant to Section Two of this Agreement if not resulting from the Company's willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. If any action is brought against them the Company to which indemnity may be sought against the Investment Company pursuant to the foregoing paragraph, The Company shall promptly notify the Investment Company in writing of the institution of such action and, if provided such notice has been given, the Investment Company shall assume the defense of such action, including the employment of counsel selected by the Investment Company and payment of expenses. The Company shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company unless the employment of such counsel shall have been authorized in writing by the Investment Company in connection with the performance defense of this Agreement, except such as may arise from their own negligent action or the Investment Company shall not have employed counsel to have charge of the defense of such action, negligent failure in any of which events such fees and expenses shall be borne by the Company. Anything in this paragraph to act or willful misconduct. The foregoing the contrary notwithstanding, FUND ACCOUNTING will in no event the Investment Company shall not be liable for any loss settlement of any such claim or action effected without its written consent. The Investment Company agrees promptly to notify the Company of the commencement of any litigation or proceedings against the Investment Company or any of its officers or Trustees in connection with the Administrative Services. C. The Company agrees to indemnify and hold harmless the Investment Company, each of its Trustees and each of its officers against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fee incurred in connection therewith) arising by reason of any action taken or thing done by the Company in performing Administrative Services pursuant to Section Two of this Agreement if resulting from the actsCompany's willful misfeasance, omissionsbad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In case any action shall be brought against the Investment Company or any other person so indemnified based on the foregoing at described in this subsection (C), lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss and with respect to which indemnity may be sought against the Portfolio's records arising from fireCompany, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity the Company shall be limited have the rights and duties given to the use Investment Company, and the Investment Company and each other person so indemnified shall have the rights and duties given to the Company by the provisions of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedsubsection B above. SECTION THREE: TRANSFER AGENCY SERVICES.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in In the performance of its duties duties, the Sub-Advisor will comply with the stated investment objectives, policies and restrictions of the Sub-Fund as set forth in the current Prospectus and Statement of Additional Information provided to Sub-Advisor and will in all material respects act in accordance with any applicable regulations of any governmental authority pertaining to its activities hereunder. The Fund agrees that FUND ACCOUNTING Sub-Advisor shall exercise its best judgment and shall act in good faith in rendering its services pursuant to this Agreement. The Sub-Advisor shall not be liable under this Agreement for any error of judgment or mistake of law made for any loss suffered by the Sub-Fund in good faith and consistent connection with the foregoing standard of carematters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING the Sub-Advisor against any liability to the FundAdvisor, the Portfolio Fund or its to the shareholders of the Sub-Fund to which FUND ACCOUNTING the Sub-Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties, duties or by reason of its the Sub-Advisor's reckless disregard of its obligations and duties hereunderunder this Agreement. The Fund agrees, on behalf of the Portfolio, to Advisor shall indemnify and hold harmless FUND ACCOUNTING the Sub-Advisor, its officers and its employeesdirectors and each person, agents if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (any and nominees from all taxessuch persons shall be referred to an "Indemnified Party"), chargesagainst loss, expensesliability, assessmentsclaim, claims and liabilities damage or expense (including the reasonable attorneys' fees) cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred or assessed against them in connection with the performance therewith), arising by reason of any matter to which this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconductAgreement relates. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for Sub-Advisor shall indemnify and hold harmless the Advisor and each of its directors and officers and each person if any loss resulting from who controls the acts, omissions, lack Advisor within the meaning of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent Section 15 of the Portfolio as a party to 1933 Act, against any transactions. FUND ACCOUNTING's responsibility for loss, liability, claim, damage or loss expense described in the foregoing indemnity, but only with respect to the PortfolioSub-Advisor's records arising from firewillful misfeasance, floodbad faith or gross negligence in the performance of its duties under the Sub-Advisory Agreement. However, Acts in no case: (a) are these indemnifications deemed to protect any particular Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of Godwillful misfeasance, military powerbad faith, war, insurrection gross negligence in the performance of its duties or nuclear fission, fusion by reason of reckless disregard of its obligations and duties under this Agreement; (b) is the Advisor or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined Sub-Advisor to be lostliable under this indemnity with respect to any claim made against any particular Indemnified Party unless such Indemnified Party shall have notified the Advisor or Sub-Advisor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Advisor or Sub-Advisor or their controlling persons; or, missing or destroyed(c) will either party be obligated to pay any amount in settlement unless that party shall have consented to such settlement, which consent shall not be unreasonably withheld.

Standard of Care and Indemnification. FUND ACCOUNTING (a) State Street shall exercise use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending transactions (as appropriate), but under no circumstances shall State Street’s standard of care be less than the duty of care owed by a directed agent or discretionary agent, as applicable, to its principal under similar facts and diligence circumstances under applicable agency law. Notwithstanding the foregoing, State Street shall be liable for its gross negligence or wilful misconduct in the performance of its duties hereunder. (b) Each Fund shall indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by such Fund, except such loss or liability which results from State Street’s negligence, wilfull misconduct, fraud or failure to exercise the standard of care required by this Section 12. The Fund agrees that FUND ACCOUNTING Nothing in this Section shall derogate from the indemnities provided by State Street in Xxxxxxx 00. Xxxxx Xxxxxx may charge any amounts to which it is entitled hereunder against each Fund’s account. (c) Notwithstanding any express provision to the contrary herein, State Street shall not be liable under this Agreement for any error indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of judgment the likelihood of such damages occurring. Notwithstanding any express provision to the contrary herein, each Fund shall not be liable for any indirect, consequential, incidental, special or mistake exemplary damages suffered by State Street, even if such Fund has been apprised of law made the likelihood of such damages occurring. (d) Each Fund acknowledges that in good faith and consistent with the foregoing standard of care, provided event that nothing its participation in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be subject liable for any errors made by reason of willful misfeasancesuch service, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf unless employees of the PortfolioSecurities Finance Division of State Street, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them acting in connection with the performance respect of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations knew of any person or organization designated material errors made by such pricing service at the Fund time of State Street’s determination of and reliance upon said pricing service for determining Market Value for the applicable securities and failed to be the authorized agent of the Portfolio as correct such errors in a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedtimely manner.

Standard of Care and Indemnification. FUND ACCOUNTING (a) The Administrator shall be obligated to exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made , to act in good faith and consistent to use its best efforts in performing the services provided for under this Agreement. (b) Excelsior agrees to indemnify and hold harmless Administrator, its employees, agents, officers, directors, shareholders, affiliates and nominees (collectively, “Administrator Indemnified Parties”) from and against any and all claims, demands, actions and suits, and any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Administrator Indemnified Party or for which any Administrator Indemnified Party may be held liable (an “Administrator Claim”), arising out of any of the following: (i) Excelsior’s willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; (ii) Excelsior’s refusal or failure to comply with the foregoing standard terms of carethis Agreement, provided that nothing or a breach of any representation or warranty of Excelsior made herein; (iii) Administrator’s reliance on, implementation of, or use of Oral or Written Instructions, communications, data, documents or information (without investigation or verification) received by Administrator from an officer or representative of Excelsior or any past or current service provider (not including Administrator); (iv) the legality of the issue or sale of any Shares, the sufficiency of the amount received therefore, or the authority of Excelsior, as the case may be, to have requested such sale or issuance; (v) the legality of the declaration of any dividend by Excelsior, or the legality of the issue of any Shares in this Agreement shall be deemed to protect payment of any dividend; (vi) the legality of any recapitalization or purport to protect FUND ACCOUNTING against any liability readjustment of Shares; (vii) Administrator’s acting upon Oral or Written Instructions relating to the Fundsubscription or tender of Shares received by Administrator in accordance with procedures established by Administrator and Excelsior; (viii) the acceptance, processing and/or negotiation of a fraudulent payment for the Portfolio purchase of Shares unless the result of Administrator’s or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of affiliates’ willful misfeasance, bad faith or negligence in the performance of its duties, duties or from reckless disregard by reason it of its obligations and duties under this Agreement. In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the subscription or tender of Shares shall be presumed not to have been the result of Administrator’s or its affiliates’ willful misfeasance, bad faith or negligence; and (ix) the offer or sale of Shares in violation of any requirement under the securities laws or regulations of any state that such Shares be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such Interests in such state. (c) The Administrator agrees to indemnify and hold harmless Excelsior, its employees, agents, officers, directors, shareholders, affiliates and nominees (collectively, “Excelsior Indemnified Parties”) from and against any and all claims, demands, actions and suits, and any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Excelsior Indemnified Party or for which any Excelsior Indemnified Party may be held liable (an “Excelsior Claim”), arising out of or in any way relating to any of the following: (i) the Administrator’s willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder. The Fund agrees, on behalf of ; or (ii) the Portfolio, Administrator’s refusal or failure to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection comply with the performance terms of this Agreement, except or the Administrator’s breach of any representation or warranty of the Administrator made herein; (d) An Indemnified Party will notify the indemnifying party promptly after identifying any situation which it believes presents or appears likely to present a claim for which the indemnifying party may be required to indemnify or hold the Indemnified Parties harmless hereunder. In such as may arise from event, the indemnifying party shall have the option to defend the Indemnified Parties against any claim, and, in the event that the indemnifying party so elects, such defense shall be conducted by counsel chosen by the indemnifying party and approved by the Indemnified Parties in their own negligent action, negligent failure to act or willful misconductreasonable discretion. The foregoing notwithstandingIndemnified Parties shall not confess any claim or make any compromise in any case in which the indemnifying party will be asked to provide indemnification, FUND ACCOUNTING will in no event be liable for any loss resulting from except with the acts, omissions, lack of financial responsibility, or failure to perform the indemnifying party’s prior written consent. (c) The obligations of any person or organization designated by the Fund to be parties under Section 6 shall indefinitely survive the authorized agent termination of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedthis Agreement.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise (a) TD Waterhouse will indemnify and hold harmless FDI, its officers, employees and agents and any persons who control FDI (together "FDI and its employees") and hold each of them harmless from any losses, claims, damages or liabilities, or actions in respect thereof, to which FDI and its employees may become subject, including amounts paid in settlement with the prior written consent of TD Waterhouse, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or result from the failure of TD Waterhouse to comply with the terms of this Agreement; (b) FDI will indemnify and hold harmless TD Waterhouse, its officers, employees and agents and any persons who control TD Waterhouse (together "TD Waterhouse and its employees") and hold each of them harmless from any losses, claims, damages or liabilities, or actions in respect thereof, to which TD Waterhouse and its employees may become subject, including amounts paid in settlement with the prior written consent of FDI, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or result from the failure of FDI to comply with the terms of this Agreement; TD Waterhouse will reimburse FDI and its employees for reasonable care legal or other expenses reasonably incurred by FDI and diligence its employees in the performance of its duties hereunderconnection with investigating or defending against any such loss, claim, damage, liability or action. The Fund agrees that FUND ACCOUNTING TD Waterhouse shall not be liable under this Agreement to FDI for any error of judgment action taken or mistake of law made omitted by FDI in good faith and consistent bad faith, with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect willful misfeasance or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its dutiesgross negligence, or by reason of its with reckless disregard by FDI of its obligations and duties hereunder. The indemnities in this Section shall, upon the same terms and conditions, extend to and inure to the benefit of each of the employees of FDI that serve as officers or directors of the Fund agreesand to each of the directors and officers of FDI and any person controlling FDI within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") or Section 20 of the Securities Exchange Act of 1934 ("1934 Act"). FDI will reimburse TD Waterhouse for reasonable legal or other expenses reasonably incurred by TD Waterhouse in connection with investigating or defending against any such loss, claim, damage, liability or action. FDI shall not be liable to TD Waterhouse for any action taken or omitted by TD Waterhouse in bad faith, with willful misfeasance or gross negligence, or with reckless disregard by TD Waterhouse of its obligations and duties hereunder. The indemnities in this Section shall, upon the same terms and conditions, extend to and inure to the benefit of each of the directors and officers of TD Waterhouse and any person controlling TD Waterhouse within the meaning of Section 15 for the 1933 Act or Section 20 of the 1934 Act. (i) Promptly after an indemnified party (or, if such indemnified party is not a natural person, a responsible officer of such indemnified party) receives notice or otherwise becomes aware of the commencement of any action or other assertion of any losses, claims, damages or liabilities by any third party, such indemnified party shall, if a claim in respect thereof is to be made pursuant to this Section 5, notify the indemnitor of the same in writing (such notice, a "claim notice"); but the omission so to notify the indemnitor will not relieve the indemnitor from any liability that it may have to such indemnified party otherwise than under this Section 5. In the event that the indemnified party notifies the indemnitor in writing of its waiver of any right to indemnification pursuant to this Section 5 in respect of any losses, claims, damages or liabilities or portion thereof, the provisions of clause (ii) of this Section 5(c) shall not apply. (ii) Promptly following receipt of a claim notice, the indemnitor, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnitor may designate in contesting such losses, claims, damages or liabilities and shall pay the reasonable fees and disbursements of such counsel related to such contest. In any such contest, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnitor and the indemnified party shall have mutually agreed to the retention of such counsel or (B) the named parties to any such contest (including any impleaded parties) include both the indemnitor and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnitor shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one firm for all such indemnified parties. The indemnitor may, at its option, at any time upon written notice to the indemnified party, assume the responsibility for contesting any losses, claims, damages or liabilities and may designate counsel satisfactory to the indemnitor in connection therewith provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the responsibility for contesting any losses, claims, damages or liabilities, the indemnitor shall not be liable for any settlement or compromise of such losses, claims, damages or liabilities or portion thereof which settlement or compromise is effected without its written consent, but if settled or compromised with such consent or if there be a final judgment for the plaintiff asserting such losses, claims or liabilities, the indemnitor agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement, compromise or judgment. If the indemnitor assumes responsibility for contesting any losses, claims, damages or liabilities, it shall be entitled to settle or compromise such losses, claims, damages or liabilities or portion thereof with the consent of the indemnified party or, if such settlement or compromise provides for release of the indemnified party in connection with all matters relating to such losses, claims, damages or liabilities, or, with respect to the settlement or compromise of a portion of such losses, claims, damages or liabilities, all matters relating to such portion of such losses, claims, damages or liabilities, that have been asserted against the indemnified party by the other parties to such settlement or compromise, without the consent of the indemnified party. In the event that any expense paid by the indemnitor pursuant to this Section 6(c) is subsequently determined to not be required to be borne by the indemnitor, the indemnified party that received such payment shall promptly refund the amount so paid to the indemnitor. If the indemnitor assumes responsibility for contesting any losses, claims, damages or liabilities, the indemnitor shall keep the indemnified party apprised, on a current basis, of matters concerning such contest, including without limitation (i) providing the indemnified party with reasonable notice of and opportunity to be present in person and/or by counsel at proceedings or discussions of settlement or compromise; (ii) providing the indemnified party with copies of and opportunity to comment on filings, papers or settlement agreements proposed to be filed or served by or on behalf of the Portfolioindemnitor; and (iii) providing the indemnified party with copies of filings, papers and proposed settlement agreements received by the indemnitor from or on behalf of persons asserting such losses, claims, damages or liabilities. (d) The obligation to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with provide contribution pursuant to this Section 6 shall survive the performance termination of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. A. The Fund agrees that FUND ACCOUNTING Company shall not be liable under this Agreement for any error of judgment or mistake of law made or for any loss suffered by the Investment Company in good faith and consistent connection with the foregoing standard matters to which Section Two of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fundrelates, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties, duties or by reason of its from reckless disregard by it of its obligations and duties hereunderunder this Agreement. The Fund agreesCompany shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, on behalf and shall be without liability for any action reasonably taken or omitted pursuant to such advice provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Any person, even though also an officer, director, trustee, partner, employee or agent of the PortfolioCompany, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company. B. Subject to the conditions set forth below; the Investment Company agrees to indemnify and hold harmless FUND ACCOUNTING the Company against any and its employeesall loss, agents and nominees from all taxesliability, chargesclaim, expenses, assessments, claims and liabilities damage or expense whatsoever (including the reasonable attorneys' feescost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) incurred arising by reason of any action taken or assessed thing done by the Company in performing Administrative Services pursuant to Section Two of this Agreement if not resulting from the Company's willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. If any action is brought against them the Company to which indemnity may be sought against the Investment Company pursuant to the foregoing paragraph, The Company shall promptly notify the Investment Company in writing of the institution of such action and, if provided such notice has been given, the Investment Company shall assume the defense of such action, including the employment of counsel selected by the Investment Company and payment of expenses. The Company shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company unless the employment of such counsel shall have been authorized in writing by the Investment Company in connection with the performance defense of this Agreement, except such as may arise from their own negligent action or the Investment Company shall not have employed counsel to have charge of the defense of such action, negligent failure in any of which events such fees and expenses shall be borne by the Company. Anything in this paragraph to act or willful misconduct. The foregoing the contrary notwithstanding, FUND ACCOUNTING will in no event the Investment Company shall not be liable for any loss settlement of any such claim or action effected without its written consent. The Investment Company agrees promptly to notify the Company of the commencement of any litigation or proceedings against the Investment Company or any of its officers or Trustees in connection with the Administrative Services. C. The Company agrees to indemnify and hold harmless the Investment Company, each of its Trustees and each of its officers against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fee incurred in connection therewith) arising by reason of any action taken or thing done by the Company in performing Administrative Services pursuant to Section Two of this Agreement if resulting from the actsCompany's willful misfeasance, omissionsbad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In case any action shall be brought against the Investment Company or any other person so indemnified based on the foregoing at described in this subsection (C), lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss and with respect to which indemnity may be sought against the Portfolio's records arising from fireCompany, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity the Company shall be limited have the rights and duties given to the use Investment Company, and the Investment Company and each other person so indemnified shall have the rights and duties given to the Company by the provisions of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedsubsection B above. SECTION THREE: Transfer Agency Services.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING (a) Ivy shall not be liable under this Agreement responsible or held accountable for any error act or failure to act by investment managers that it recommends except where such act or failure to act results from Ivy's own gross negligence or willful misconduct. All investment managers recommended by Ivy will be independent contractors and Ivy does not have nor will it have control over any such investment manager. EIMCO understands that the investment managers recommended by Ivy may not achieve acceptable results and it is possible that losses may be incurred with respect to funds of judgment the Fund invested with investment managers recommended by Ivy. Neither Ivy nor anyone on its behalf makes any express or mistake implied guaranty or warranty relating to the performance or ability of law made in good faith the investment managers Ivy recommends. (b) Ivy covenants and consistent with the foregoing standard of careagrees to indemnify, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to defend and hold harmless EIMCO, its affiliates, including the Fund, the Portfolio and their directors, shareholders (or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason other beneficial owners) and employees (collectively, "EIMCO Indemnitees") from and against any and all claims, liabilities, actions, judgments, causes of willful misfeasanceaction, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expensesfines, assessments, claims penalties, costs and liabilities expenses (including including, but not limited to, reasonable attorneys' fees, court costs, the costs associated with investigating any claims and any agreed upon amount paid in settlement) incurred arising directly out of the willful misconduct or assessed gross negligence of Ivy in rendering its services under, or Ivy's breach of, this Agreement (collectively, "Ivy Claims"). Counsel chosen by Ivy to defend EIMCO and the EIMCO Indemnitees hereunder with respect to Ivy Claims shall be subject to EIMCO's approval, which shall not be unreasonably withheld or delayed. Ivy shall not settle any matter for which EIMCO and/or EIMCO Indemnitees are responsible hereunder without the prior written consent of EIMCO. (c) EIMCO covenants and agrees to indemnify, defend and hold harmless Ivy and Ivy's officers, directors, shareholders and employees (collectively, "Ivy Indemnitees") from and against them any and all claims, liabilities, actions, judgments, causes of action, fines, assessments, penalties, costs and expenses (including, but not limited to, reasonable attorneys' fees, court costs, the costs associated with investigating any claims and any agreed upon amount paid in settlement) arising out of, relating to or otherwise in connection with this Agreement or the performance services provided by Ivy hereunder or otherwise relating to EIMCO or the Fund, their operations or investors in the Fund (collectively "EIMCO Claims"), except where a court of competent jurisdiction has finally determined (excluding any appeal of such decision unless such decision is stayed pending such appeal) that the claim, liability, action, judgment, cause of action, fine, assessment, penalty, costs or expenses arose directly out of the gross negligence or willful misconduct of Ivy in rendering its services under this Agreement, except such as may arise from their own negligent action, negligent failure . Counsel chosen by EIMCO to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from defend Ivy and the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss Ivy Indemnitees hereunder with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity EIMCO Claims shall be limited subject to Ivy's approval, which shall not be unreasonably withheld or delayed. EIMCO shall not settle any matter for which Ivy and/or the use Ivy Indemnitees are responsible hereunder without the prior written consent of FUND ACCOUNTING's best efforts to recover Ivy. (d) Insofar as exculpation from and/or indemnification for liabilities arising under the Portfolio's records determined to Securities Act of 1933, as amended ("1933 Act"), or under the Investment Advisers Act of 1940, as amended ("Advisers Act"), may be lostpermitted under this Section 7, missing or destroyedin the opinion of the United States Securities and Exchange Commission, such exculpation and/or indemnification is against public policy as expressed in the 1933 Act and the Advisers Act and is therefore, void and unenforceable.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise (a) Waterhouse will indemnify and hold harmless FDI, its officers, employees and agents and any persons who control FDI (together "FDI and its employees") and hold each of them harmless from any losses, claims, damages or liabilities, or actions in respect thereof, to which FDI and its employees may become subject, including amounts paid in settlement with the prior written consent of Waterhouse, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or result from the failure of Waterhouse to comply with the terms of this Agreement; (b) FDI will indemnify and hold harmless Waterhouse, its officers, employees and agents and any persons who control Waterhouse (together "Waterhouse and its employees") and hold each of them harmless from any losses, claims, damages or liabilities, or actions in respect thereof, to which Waterhouse and its employees may become subject, including amounts paid in settlement with the prior written consent of FDI, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or result from the failure of FDI to comply with the terms of this Agreement; Waterhouse will reimburse FDI and its employees for reasonable care legal or other expenses reasonably incurred by FDI and diligence its employees in the performance of its duties hereunderconnection with investigating or defending against any such loss, claim, damage, liability or action. The Fund agrees that FUND ACCOUNTING Waterhouse shall not be liable under this Agreement to FDI for any error of judgment action taken or mistake of law made omitted by FDI in good faith and consistent bad faith, with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect willful misfeasance or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its dutiesgross negligence, or by reason of its with reckless disregard by FDI of its obligations and duties hereunder. The indemnities in this Section shall, upon the same terms and conditions, extend to and inure to the benefit of each of the employees of FDI that serve as officers or directors of the Fund agreesand to each of the directors and officers of FDI and any person controlling FDI within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") or Section 20 of the Securities Exchange Act of 1934 ("1934 Act"). FDI will reimburse Waterhouse for reasonable legal or other expenses reasonably incurred by Waterhouse in connection with investigating or defending against any such loss, claim, damage, liability or action. FDI shall not be liable to Waterhouse for any action taken or omitted by Waterhouse in bad faith, with willful misfeasance or gross negligence, or with reckless disregard by Waterhouse of its obligations and duties hereunder. The indemnities in this Section shall, upon the same terms and conditions, extend to and inure to the benefit of each of the directors and officers of Waterhouse and any person controlling Waterhouse within the meaning of Section 15 for the 1933 Act or Section 20 of the 1934 Act. (i) Promptly after an indemnified party (or, if such indemnified party is not a natural person, a responsible officer of such indemnified party) receives notice or otherwise becomes aware of the commencement of any action or other assertion of any losses, claims, damages or liabilities by any third party, such indemnified party shall, if a claim in respect thereof is to be made pursuant to this Section 5, notify the indemnitor of the same in writing (such notice, a "claim notice"); but the omission so to notify the indemnitor will not relieve the indemnitor from any liability that it may have to such indemnified party otherwise than under this Section 5. In the event that the indemnified party notifies the indemnitor in writing of its waiver of any right to indemnification pursuant to this Section 5 in respect of any losses, claims, damages or liabilities or portion thereof, the provisions of clause (ii) of this Section 5(c) shall not apply. (ii) Promptly following receipt of a claim notice, the indemnitor, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnitor may designate in contesting such losses, claims, damages or liabilities and shall pay the reasonable fees and disbursements of such counsel related to such contest. In any such contest, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnitor and the indemnified party shall have mutually agreed to the retention of such counsel or (B) the named parties to any such contest (including any impleaded parties) include both the indemnitor and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnitor shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one firm for all such indemnified parties. The indemnitor may, at its option, at any time upon written notice to the indemnified party, assume the responsibility for contesting any losses, claims, damages or liabilities and may designate counsel satisfactory to the indemnitor in connection therewith provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the responsibility for contesting any losses, claims, damages or liabilities, the indemnitor shall not be liable for any settlement or compromise of such losses, claims, damages or liabilities or portion thereof which settlement or compromise is effected without its written consent, but if settled or compromised with such consent or if there be a final judgment for the plaintiff asserting such losses, claims or liabilities, the indemnitor agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement, compromise or judgment. If the indemnitor assumes responsibility for contesting any losses, claims, damages or liabilities, it shall be entitled to settle or compromise such losses, claims, damages or liabilities or portion thereof with the consent of the indemnified party or, if such settlement or compromise provides for release of the indemnified party in connection with all matters relating to such losses, claims, damages or liabilities, or, with respect to the settlement or compromise of a portion of such losses, claims, damages or liabilities, all matters relating to such portion of such losses, claims, damages or liabilities, that have been asserted against the indemnified party by the other parties to such settlement or compromise, without the consent of the indemnified party. In the event that any expense paid by the indemnitor pursuant to this Section 6(c) is subsequently determined to not be required to be borne by the indemnitor, the indemnified party that received such payment shall promptly refund the amount so paid to the indemnitor. If the indemnitor assumes responsibility for contesting any losses, claims, damages or liabilities, the indemnitor shall keep the indemnified party apprised, on a current basis, of matters concerning such contest, including without limitation (i) providing the indemnified party with reasonable notice of and opportunity to be present in person and/or by counsel at proceedings or discussions of settlement or compromise; (ii) providing the indemnified party with copies of and opportunity to comment on filings, papers or settlement agreements proposed to be filed or served by or on behalf of the Portfolioindemnitor; and (iii) providing the indemnified party with copies of filings, papers and proposed settlement agreements received by the indemnitor from or on behalf of persons asserting such losses, claims, damages or liabilities. (d) The obligation to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with provide contribution pursuant to this Section 6 shall survive the performance termination of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. misconduct The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, responsibility or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. A. The Fund agrees that FUND ACCOUNTING Company shall not be liable under this Agreement for any error of judgment or mistake of law made or for any loss suffered by the Investment Company in good faith and consistent connection with the foregoing standard matters to which Section Two of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fundrelates, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties, duties or by reason of its from reckless disregard by it of its obligations and duties hereunderunder this Agreement. The Fund agreesCompany shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, on behalf and shall be without liability for any action reasonably taken or omitted pursuant to such advice provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Any person, even though also an officer, director, trustee, partner, employee or agent of the PortfolioCompany, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company. B. Subject to the conditions set forth below; the Investment Company agrees to indemnify and hold harmless FUND ACCOUNTING the Company against any and its employeesall loss, agents and nominees from all taxesliability, chargesclaim, expenses, assessments, claims and liabilities damage or expense whatsoever (including the reasonable attorneys' feescost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) incurred arising by reason of any action taken or assessed thing done by the Company in performing Administrative Services pursuant to Section Two of this Agreement if not resulting from the Company's willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. If any action is brought against them the Company to which indemnity may be sought against the Investment Company pursuant to the foregoing paragraph, The company shall promptly notify the Investment Company in writing of the institution of such action and, if provided such notice has been given, the Investment Company shall assume the defense of such action, including the employment of counsel selected by the Investment Company and payment of expenses. The Company shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company unless the employment of such counsel shall have been authorized in writing by the Investment Company in connection with the performance defense of this Agreement, except such as may arise from their own negligent action or the Investment Company shall not have employed counsel to have charge of the defense of such action, negligent failure in any of which events such fees and expenses shall be borne by the Company. Anything in this paragraph to act or willful misconduct. The foregoing the contrary notwithstanding, FUND ACCOUNTING will in no event the Investment Company shall not be liable for any loss settlement of any such claim or action effected without its written consent. The Investment Company agrees promptly to notify the Company of the commencement of any litigation or proceedings against the Investment Company or any of its officers or Trustees in connection with the Administrative Services. C. The Company agrees to indemnify and hold harmless the Investment Company, each of its Trustees and each of its officers against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fee incurred in connection therewith) arising by reason of any action taken or thing done by the Company in performing Administrative Services pursuant to Section Two of this Agreement if resulting from the actsCompany's willful misfeasance, omissionsbad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In case any action shall be brought against the Investment Company or any other person so indemnified based on the foregoing at described in this subsection (C), lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss and with respect to which indemnity may be sought against the Portfolio's records arising from fireCompany, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity the Company shall be limited have the rights and duties given to the use Investment Company, and the Investment Company and each other person so indemnified shall have the rights and duties given to the Company by the provisions of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedsubsection B above.SECTION THREE: TRANSFER AGENCY SERVICES.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio Fund or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, agrees to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio Fund as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the PortfolioFund's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the PortfolioFund's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING ADVISER shall exercise at all times act in good faith and use its best efforts within reasonable care limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error loss or damage due to errors; provided, that ADVISER shall indemnify and hold the FUND and each of judgment or mistake its directors, officers, and employees and each person, if any, who controls the FUND within the meaning of law made in good faith Section 15 of the 1933 Act, harmless from all loss, cost, damage, and consistent with expense, including reasonable attorneys' fees, incurred by the foregoing standard FUND as a result of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasanceADVISER'S gross negligence, bad faith faith, or negligence willful misfeasance in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunderunder this Agreement, or that of its officers, agents and employees, in the performance of this Agreement. The Fund agreesNotwithstanding the preceding language, on behalf of the Portfolio, to ADVISER shall indemnify and hold the FUND, and each of its directors, officers, and employees and each person, if any, who controls the FUND within the meaning of Section 15 of the 1933 Act, harmless FUND ACCOUNTING and its employees, agents and nominees from all taxesloss, chargescost, expensesdamage, assessmentsand expense, claims and liabilities (including reasonable attorneys' feesfees incurred by the FUND as a result of the failure at any time of any Portfolio of the FUND (i) to operate as a regulated investment company in compliance with Subchapter M of the Code and the regulations thereunder, or (ii) to comply the investment diversification rules of Section 817(h) of the Code and the regulations thereunder. The FUND shall indemnify and hold ADVISER harmless from all loss, cost, damage and expense, including reasonable attorneys' fees incurred by it resulting from any claim, demand, action or assessed against them suit in connection with the performance of its duties hereunder, or as a result of acting upon any instruction reasonably believed by it to have been properly executed by a duly authorized officer of the FUND, or upon any information, data, records or documents provided ADVISER or its agents by computer tape, telex, CRT data entry or other similar means authorized by the FUND; provided, that this indemnification shall not apply to actions or omissions of ADVISER in cases of its own gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement, or that of its officers, agents and employees, in the performance of this agreement. In order that the indemnification provisions contained in this Agreement shall apply, however, it is understood that if in any case the one party (the "Indemnitor") may be asked to indemnify or save the other party (the "Indemnitee") harmless, the Indemnitor shall be fully and promptly advised of all pertinent facts concerning the matters in question, and it is further understood that the Indemnitee will use all reasonable care to identify and notify the Indemnitor promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Indemnitor. The Indemnitor shall have the option to defend the Indemnitee against any claim which may be the subject of this indemnification, and in the event that the Indemnitor so elects, it will so notify the Indemnitee, and thereupon the Indemnitor shall take over complete defense of the claim, and the Indemnitee shall in such situations incur no further legal or other expenses for which it shall seek or be entitled to indemnification under this paragraph. 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 such as may arise from their own negligent action, negligent with the Indemnitor's prior written consent. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedhereunder.

Standard of Care and Indemnification. FUND ACCOUNTING AAL shall exercise at all times act in good faith and use its best efforts within reasonable care limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error loss or damage due to errors; provided, that AAL shall indemnify and hold the Fund harmless from all loss, cost, damage, and expense, including reasonable attorneys' fees, incurred by the Fund as a result of judgment or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasanceAAL's gross negligence, bad faith faith, or negligence willful misfeasance in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunderunder this Agreement, or that of its officers, agents and employees, in the performance of this Agreement. The Fund agrees, on behalf of the Portfolio, to shall indemnify and hold AAL harmless FUND ACCOUNTING and its employees, agents and nominees from all taxesloss, chargescost, expensesdamage and expense, assessments, claims and liabilities (including reasonable attorneys' fees) fees incurred by it resulting from any claim, demand, action or assessed against them suit in connection with the performance of its duties hereunder, or the functions of Transfer and Dividend Disbursing Agent or as a result of acting upon any instruction reasonably believed by it to have been properly executed by a duly authorized officer of the Fund, or upon any information, data, records or documents provided AAL or its agents by computer tape, telex, CRT data entry or other similar means authorized by the Fund; provided, that this indemnification shall not apply to actions or omissions of AAL in cases of its own gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement, or that of its officers, agents and employees, in the performance of this agreement. In order that the indemnification provisions contained in this Section 14 shall apply, however, it is understood that if in any case the one party (the "Indemnitor") may be asked to indemnify or save the other party (the "Indemnitee") harmless, the Indemnitor shall be fully and promptly advised of all pertinent facts concerning the matters in question, and it is further understood that the Indemnitee will use all reasonable care to identify and notify the Indemnitor promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Indemnitor. The Indemnitor shall have the option to defend the Indemnitee against any claim which may be the subject of this indemnification, and in the event that the Indemnitor so elects, it will so notify the Indemnitee, and thereupon the Indemnitor shall take over complete defense of the claim, and the Indemnitee shall in such situations incur no further legal or other expenses for which it shall seek or be entitled to indemnification under this paragraph. 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 such as may arise from their own negligent action, negligent with the Indemnitor's prior written consent. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedhereunder.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and diligence in its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING Subadviser) the Subadviser shall not be liable under this Agreement subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law made or for any loss suffered by any of them in good faith and consistent connection with the foregoing standard matters to which this Agreement relates, except to the extent specified in Section 36(b) of carethe Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify and hold harmless the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the Subadviser's conduct under this Agreement. Subadviser hereby agrees to indemnify, defend and protect Adviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and hold Adviser harmless, from and against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of Subadviser's disabling conduct. (b) In no case is any indemnity provided that nothing in this Agreement shall be in favor of any person deemed to protect or purport to protect FUND ACCOUNTING such other persons against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING such person would otherwise be subject by reason reasons of willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its duties, duties or by reason of his, her or its reckless disregard of its obligations and duties hereunderunder this Agreement. (c) Any person seeking indemnification hereunder shall furnish the indemnifying party with (i) prompt notice of any claim, suit or action and (ii) full information and all reasonable assistance necessary to defend such claim. The Fund agrees, on behalf indemnifying party shall have full authority to control the defense and settlement of any such action with counsel of its own selection; and the Portfolio, indemnified party shall not have any right to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable indemnification hereunder for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated settlement entered into by the Fund to be indemnified party without the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTINGindemnifying party's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedprior written consent.

Standard of Care and Indemnification. FUND ACCOUNTING (a) The Company shall exercise at all times act in good faith and agrees to use its best efforts within reasonable care limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error loss or damage due to errors; provided, that the Company shall indemnify and hold the Trust harmless from all loss, cost, damage, and expense, including reasonable attorneys' fees, incurred by the Trust as a result of judgment or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasanceCompany's negligence, bad faith faith, or negligence willful misfeasance in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. under this Agreement, or that of its officers, agents and employees, in the performance of this Agreement. (b) The Fund agrees, on behalf of the Portfolio, to Trust shall indemnify and hold the Company harmless FUND ACCOUNTING and its employees, agents and nominees from all taxesloss, chargescost, expensesdamage and expense, assessments, claims and liabilities (including reasonable attorneys' fees) fees incurred by it resulting from any claim, demand, action or assessed against them suit in connection with the performance of its duties hereunder, or the functions of Transfer and Dividend Disbursing Agent or as a result of acting upon any instruction reasonably believed by it to have been properly executed by a duly authorized officer of the Trust, or upon any information, data, records or documents provided the Company or its agents by computer tape, telex, CRT data entry or other similar means authorized by the Trust; provided, that this indemnification shall not apply to actions or omissions of the Company in cases of its own negligence, bad faith or willful misfeasance in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement, or that of its officers, agents and employees, in the performance of this Agreement. In order that the indemnification provision contained in this section 12(a) or that in section 12(b) shall apply, however, it is understood that if in any case the one party (the "Indemnitor") may be asked to indemnify or save the other party (the "Indemnitee") harmless, the Indemnitor shall be fully and promptly advised of all pertinent facts concerning the matters in question, and it is further understood that the Indemnitee will use all reasonable care to identify and notify the Indemnitor promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Indemnitor. The Indemnitor shall have the option to defend the Indemnitee against any claim which may be the subject of this indemnification, and in the event that the Indemnitor so elects, it will so notify the Indemnitee, and thereupon the Indemnitor shall take over complete defense of the claim, and the Indemnitee shall in such situations incur no further legal or other expenses for which it shall seek or be entitled to indemnification under this section. 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 such as may arise from their own negligent action, negligent with the Indemnitor's prior written consent. (c) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedhereunder.

Standard of Care and Indemnification. FUND ACCOUNTING The Administrator shall exercise reasonable care and diligence in be responsible for the performance of its only such duties hereunderas are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Fund agrees insofar as such loss, damage or expense arises solely from the performance of the Administrator’s duties hereunder in reasonable reliance upon records that FUND ACCOUNTING were maintained for the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Fund. For the avoidance of doubt, it shall be reasonable for the Administrator to rely on prior tax elections, prior total returns, and such schedules as are typically prepared by administrators, such as prior paid schedules and other amortization schedules that are provided to the Administrator and not be liable under this Agreement prepared by the Administrator. The Administrator shall have no liability for any error of judgment or mistake of law made or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, however, notwithstanding the foregoing, the Administrator’s cumulative liability for any calendar year, regardless of the form of action or legal theory, shall be limited to such amounts as may be agreed upon from time to time between the parties hereto. The Administrator shall not be responsible or liable for any failure or delay in good faith performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, as long as the Administrator maintains back-up systems and consistent disaster recovery plans appropriate to its activities. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the foregoing standard Administrator’s acceptance of carethis Agreement, provided that nothing in this Agreement shall be deemed to protect any action or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject omission by reason of willful misfeasance, bad faith or negligence it in the performance of its dutiesduties hereunder, or as a result of acting upon any written instructions reasonably believed by reason it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act negligence or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from indemnification contained herein shall survive the acts, omissions, lack termination of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedthis Agreement.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING (a) Lending Agent shall exercise use reasonable care and diligence in the performance of its duties hereunderhereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending transactions, investment of cash Collateral transactions, and repurchase transactions (as appropriate), but under no circumstances shall Lending Agent’s standard of care be less than the duty of care owed by a directed agent or discretionary agent, as applicable, to its principal under similar facts and circumstances under applicable agency law. The Fund agrees that FUND ACCOUNTING Notwithstanding the foregoing, Lending Agent shall not be liable under to the Customer or any other person for any action taken or omitted to be taken by Lending Agent in connection with this Agreement in the absence of gross negligence or willful misconduct on the part of Lending Agent. Lending Agent shall be entitled to act, and shall have no liability for any error of judgment or mistake of law made acting, in good faith and consistent accordance with the foregoing standard terms of care, provided that nothing in this Agreement shall and upon instructions, notice, request, consent, certificate or other instrument or paper believed by it to be deemed genuine and to protect have been properly executed by or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, to Customer. (b) The Customer shall indemnify Lending Agent and hold Lending Agent harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities any loss or liability (including without limitation, the reasonable attorneys' feesfees and disbursements of counsel) incurred by Lending Agent in rendering services hereunder or assessed against them in connection with any breach of the performance terms of this AgreementAgreement by the Customer, except provided however, that this indemnification shall not apply to the extent that such as may arise from their own negligent action, negligent failure loss or liability are due to act Lending Agent’s gross negligence or willful misconduct. The foregoing notwithstandingNothing in this Section shall derogate from the indemnities provided by Lending Agent in Section 13. This right of indemnification shall survive the termination of any Securities Loan Agreement or this Agreement. (c) Without limiting the generality of the foregoing, FUND ACCOUNTING will but subject to the requirements of applicable law, including without limitation ERISA, the Customer agrees: (i) that Lending Agent shall not be responsible for any statements, representations or warranties which any Borrower makes in connection with any Loans hereunder, or for the performance by any Borrower of the terms of a Loan or any agreement related thereto, subject to Section 13 hereof; (ii) that Lending Agent shall be fully protected in acting in accordance with the oral or written instructions of any person reasonably believed by Lending Agent to be authorized to execute this Agreement on behalf of the Customer (an “Authorized Representative”); (iii) that in the event of a default by a Borrower with respect to a Loan, Lending Agent shall be fully protected in acting in its sole discretion in a manner it in good xxxxx xxxxx appropriate, subject to Lending Agent’s standard of care and obligations hereunder; and (iv) that the records of Lending Agent shall be presumed (in the absence of evidence to the contrary) to reflect accurately any oral instructions given by an Authorized Representative or a person reasonably believed by Lending Agent to be an Authorized Representative. (d) Notwithstanding any express provision to the contrary herein, no event party shall be liable for any loss resulting from indirect, consequential, incidental, special or exemplary damages, even if such party has been apprised of the actslikelihood of such damages occurring. (e) Lending Agent, omissionsin determining the Market Value of securities, lack including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. (f) Lending Agent shall have no obligation hereunder for any losses which are sustained or incurred by reason of financial responsibilityany action or inaction by any exchange rate quotation service, depository, clearing house, custodian, broker or dealer, EquiLend, DTCC, Sungard, Markit or a collateral agent or their respective agents, successors, nominees or assigns) or any failure to perform any obligation due to matters beyond the obligations of Lending Agent’s control. (g) Lending Agent shall have no duties other than those specified herein, and nothing herein shall require Lending Agent to expend its own funds in any person situation where Customer or organization designated by the Fund Customer’s underlying client is unable to be the authorized agent of the Portfolio as satisfy any payment obligation to a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedBorrower.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care (a) Investors Bank will indemnify and diligence hold harmless FDI against any losses, claims, damages or liabilities, or actions in respect thereof, to which FDI may become subject, including amounts paid in settlement with the performance prior written consent of Investors Bank, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or result from: (i) the failure of Investors Bank to comply with the terms of this Agreement; (iii) the failure of Investors Bank to conduct a sales presentation without a licensed representative of FDI where the Investors Bank institutional exemption does not apply; (iv) any use of sales materials or advertisements or any oral or written misrepresentations or any unlawful sales practices concerning the Shares by a Registered Representative if such misrepresentations or unlawful sales practices were the direct result of Investors Bank's bad faith, willful misfeasance, gross negligence or reckless disregard of its duties hereunderand obligations under this Agreement; (v) the failure of any Selling Broker-Dealer (as referenced in Exhibit C) to have entered into a Selling Agreement with FDI prior to the execution of any sale of Shares of any Fund; and (vi) the failure of any Selling Broker-Dealer to comply with the terms of any Selling Agreement to which it is a party if such failure to comply was the direct result of Investors Bank's bad faith, willful misfeasance, gross negligence or reckless disregard of its duties and obligations under this Agreement. The Fund agrees that FUND ACCOUNTING Investors Bank will reimburse FDI for reasonable legal or other expenses reasonably incurred by FDI in connection with investigating or defending against any such loss, claims, damage, liability or action. Investors Bank shall not be liable under this Agreement to FDI for any error action taken or omitted by FDI in bad faith, with willful misfeasance or gross negligence or from reckless disregard by FDI of judgment its obligations and duties. The indemnities in this Section shall, upon the same terms and conditions, extend to and inure to the benefit of each of the directors and officers of FDI and any person controlling FDI within the meaning of Section 15 for the 1933 Act or mistake Section 20 of law made the 0000 Xxx. (b) FDI will indemnify and hold harmless Investors Bank against any losses, claims, damages or liabilities, or actions in good faith and consistent respect thereof, to which Investors Bank may become subject, including amounts paid in settlement with the foregoing standard prior written consent of careFDI, provided that nothing insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or result from: (i) the failure of FDI to comply with the terms of this Agreement shall be deemed Agreement; (ii) the failure of FDI to protect comply with the NASD's Rules of the Association; (iii) any use of sales materials or purport to protect FUND ACCOUNTING against advertisements or any liability to oral or written misrepresentations or any unlawful sales practices concerning the FundShares by a Registered Representative if such misrepresentations or unlawful sales practices were the direct result of FDI's bad faith, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith gross negligence or negligence in the performance of its duties, or by reason of its reckless disregard of its duties and obligations under this Agreement; and (iv) the failure of any Selling Broker-Dealer to comply with the terms of any Selling Agreement to which it is a party if such failure to comply was the direct result of FDI's bad faith, willful misfeasance, gross negligence or reckless disregard of its duties and duties hereunderobligations under this Agreement. The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including FDI will reimburse Investors Bank for reasonable attorneys' fees) legal or other expenses reasonably incurred or assessed against them by Investors Bank in connection with the performance investigating or defending against any such loss, claims, damage, liability or action. FDI shall not be liable to Investors Bank for any action taken or omitted by Investors Bank in bad faith, with willful misfeasance or gross negligence or from reckless disregard by Investors Bank of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconductits obligations and duties. The foregoing notwithstandingindemnities in this Section shall, FUND ACCOUNTING will in no event be liable for any loss resulting from upon the actssame terms and conditions, omissions, lack extend to and inure to the benefit of financial responsibility, or failure to perform each of the obligations directors and officers of Investors Bank and any person controlling Investors Bank within the meaning of Section 15 for the 1933 Act or organization designated by the Fund to be the authorized agent Section 20 of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed1934 Act.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care car and diligence in i the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made in good faith and consistent with the e foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio Fund or its shareholders shareholder to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in with the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, agrees to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' attorney's fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations obligation of any person or organization designated by the Fund to be the authorized agent of the Portfolio Fund as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the PortfolioFund's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion fission or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the PortfolioFund's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING The Administrator shall exercise reasonable care and diligence in be responsible for the performance of its only such duties hereunderas are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Fund agrees insofar as such loss, damage or expense arises SOLELY from the performance of the Administrator's duties hereunder in reasonable reliance upon records that FUND ACCOUNTING were maintained for the Fund by entities other than the Administrator prior to the Administrator's appointment as administrator for the Fund. For the avoidance of doubt, it shall be reasonable for the Administrator to rely on prior tax elections, prior total returns, and such schedules as are typically prepared by administrators, such as prior paid schedules and other amortization schedules that are provided to the Administrator and not be liable under this Agreement prepared by the Administrator. The Administrator shall have no liability for any error of judgment or mistake of law made or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damage arising out of any act or failure to act hereunder. In any event, however, notwithstanding the foregoing, the Administrator's cumulative liability for any calendar year, regardless of the form of action or legal theory, shall be limited to such amounts as may be agreed upon from time to time between the parties hereto. The Administrator shall not be responsible or liable for any failure or delay in good faith performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, as long as the Administrator maintains back-up systems and consistent disaster recovery plans appropriate to its activities. Each Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in the connection with the foregoing standard Administrator's acceptance of carethis Agreement, provided that nothing in this Agreement shall be deemed to protect any action or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject omission by reason of willful misfeasance, bad faith or negligence it in the performance of its dutiesduties hereunder, or as a result of acting upon any written instructions reasonably believed by reason it to have been duly authorized by the respective Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its reckless disregard of its or their own negligence or willful misconduct and that no Fund nor series thereof shall be responsible for the obligations and duties hereunderof, or indemnification by, any other Fund or series thereof. The Fund agrees, on behalf of indemnification contained herein shall survive the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance termination of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and diligence in its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING Subadviser) the Subadviser shall not be liable under this Agreement subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law made or for any loss suffered by any of them in good faith and consistent connection with the foregoing standard matters to which this Agreement relates, except to the extent specified in Section 36(b) of carethe Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify and hold harmless the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the Subadviser's conduct under this Agreement. Subadviser hereby agrees to indemnify, defend and protect Adviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and hold Adviser harmless, from and against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of Subadviser's disabling conduct. (b) In no case is any indemnity provided that nothing in this Agreement shall be in favor of any person deemed to protect or purport to protect FUND ACCOUNTING such other persons against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING such person would otherwise be subject by reason reasons of willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its duties, duties or by reason of his, her or its reckless disregard of its obligations and duties hereunderunder this Agreement. (c) Any person seeking indemnification hereunder shall furnish the indemnifying party with (i) prompt notice of any claim, suit or action and (ii) full information and all reasonable assistance necessary to defend such claim. The Fund agrees, on behalf indemnifying party shall have full authority to control the defense and settlement of any such action with counsel of its own selection; and the Portfolio, indemnified party shall not have any right to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable indemnification hereunder for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated 6 settlement entered into by the Fund to be indemnified party without the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTINGindemnifying party's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedprior written consent.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be he subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyed.

Standard of Care and Indemnification. FUND ACCOUNTING ADVISER shall exercise at all times act in good faith and use its best efforts within reasonable care limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error loss or damage due to errors; provided, that ADVISER shall indemnify and hold the FUND and each of judgment or mistake its directors, officers, and employees and each person, if any, who controls the FUND within the meaning of law made in good faith Section 15 of the 1933 Act, harmless from all loss, cost, damage, and consistent with expense, including reasonable attorneys' fees, incurred by the foregoing standard FUND as a result of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasanceADVISER's gross negligence, bad faith faith, or negligence willful misfeasance in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunderunder this Agreement, or that of its officers, agents and employees, in the performance of this Agreement. The Fund agreesNotwithstanding the preceding language, on behalf of the Portfolio, to ADVISER shall indemnify and hold the FUND, and each of its directors, officers, and employees and each person, if any, who controls the FUND within the meaning of Section 15 of the 1933 Act, harmless FUND ACCOUNTING and its employees, agents and nominees from all taxesloss, chargescost, expensesdamage, assessmentsand expense, claims and liabilities (including reasonable attorneys' feesfees incurred by the FUND as a result of the failure at any time of any Portfolio of the FUND (i) to operate as a regulated investment company in compliance with Subchapter M of the Code and the regulations thereunder, or (ii) to comply the investment diversification rules of Section 817(h) of the Code and the regulations thereunder. The FUND shall indemnify and hold ADVISER harmless from all loss, cost, damage and expense, including reasonable attorneys' fees incurred by it resulting from any claim, demand, action or assessed against them suit in connection with the performance of its duties hereunder, or as a result of acting upon any instruction reasonably believed by it to have been properly executed by a duly authorized officer of the FUND, or upon any information, data, records or documents provided ADVISER or its agents by computer tape, telex, CRT data entry or other similar means authorized by the FUND; provided, that this indemnification shall not apply to actions or omissions of ADVISER in cases of its own gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement, or that of its officers, agents and employees, in the performance of this Agreement. In order that the indemnification provisions contained in this Agreement shall apply, however, it is understood that if in any case the one party (the "Indemnitor") may be asked to indemnify or save the other party (the "Indemnitee") harmless, the Indemnitor shall be fully and promptly advised of all pertinent facts concerning the matters in question, and it is further understood that the Indemnitee will use all reasonable care to identify and notify the Indemnitor promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Indemnitor. The Indemnitor shall have the option to defend the Indemnitee against any claim which may be the subject of this indemnification, and in the event that the Indemnitor so elects, it will so notify the Indemnitee, and thereupon the Indemnitor shall take over complete defense of the claim, and the Indemnitee shall in such situations incur no further legal or other expenses for which it shall seek or be entitled to indemnification under this paragraph. 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 such as may arise from their own negligent action, negligent with the Indemnitor's prior written consent. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the Portfolio's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the Portfolio's records determined to be lost, missing or destroyedhereunder.

Standard of Care and Indemnification. FUND ACCOUNTING shall exercise reasonable care and diligence in the performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING shall not be liable under this Agreement for any error of judgment judgement or mistake of law made in good faith and consistent with the foregoing standard of care, provided that nothing in this Agreement shall be deemed to protect or purport to protect FUND ACCOUNTING against any liability to the Fund, the Portfolio Fund or its shareholders to which FUND ACCOUNTING would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund agrees, on behalf of the Portfolio, agrees to indemnify and hold harmless FUND ACCOUNTING and its employees, agents and nominees from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable attorneys' fees) incurred or assessed against them in connection with the performance of this Agreement, except such as may arise from their own negligent action, negligent failure to act or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for any loss resulting from the acts, omissions, lack of financial responsibility, or failure to perform the obligations of any person or organization designated by the Fund to be the authorized agent of the Portfolio Fund as a party to any transactions. FUND ACCOUNTING's responsibility for damage or loss with respect to the PortfolioFund's records arising from fire, flood, Acts of God, military power, war, insurrection or nuclear fission, fusion or radioactivity shall be limited to the use of FUND ACCOUNTING's best efforts to recover the PortfolioFund's records determined to be lost, missing or destroyed.