Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Trust, BAAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY shall at all times act not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by a Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY's own negligence or willful misconduct. In no event shall BNY be liable to any Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in good faith and agrees to use its best efforts to fulfill its obligations under connection with this Agreement, but assumes no responsibility for loss or damage to even if previously informed of the Trust unless possibility of such loss or damage is caused by BNY's own negligencedamages and regardless of the form of action. For purposes of this provision, bad faith if as a result of the negligence or willful misconduct of BNY or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith agents or willful misconductdelegates, provided however that it shall not be responsible for lost profits or lost business arising under or there is a material error in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under per share of a Fund, the Pricing Procedures)material losses of the Fund on the sale and issuance, or the redemption, of its shares attributable to such material error shall be direct money damages. (b) The Trust, on behalf of each Fund, will Each Fund shall indemnify BNY against and hold it harmless BNY from and against any and all lossescosts, claimsexpenses, damages, liabilities and claims (including claims asserted by a Fund), and reasonable attorneys' and accountants' fees relating thereto, which are sustained or incurred or which may be asserted against BNY, by reason of or as a result of any action reasonably taken or omitted to be taken by BNY in good faith hereunder or in reasonable reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund's Registration Statement or Prospectus, (iii) any instructions of an officer of such Fund, or (iv) any opinion of legal counsel for such Fund or BNY, or arising out of transactions or other activities of such Fund which occurred prior to the commencement of this Agreement; provided, that no Fund shall indemnify BNY for costs, expenses, damages, liabilities or expenses (claims for which BNY is liable under preceding 6(a). This indemnity shall be a continuing obligation of each Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, each Fund shall indemnify BNY against and save BNY harmless from any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claimclaim or liability, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: . (i) errors Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; the Funds; (ii) action Action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (of the Fund or otherwise without bad faith, negligence or willful misconduct); ; (iii) any Any action taken or omitted to be taken by BNY in good faith and with prompt notice to the Funds in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI (obtained in accordance with the procedures set forth in this Agreement) Fund or its own counsel; ; (iv) any Any improper use by the Fund, the Trust, BAAI a Fund or their respective its agents, distributor or investment advisor of any valuations or computations supplied by BNY pursuant to this Agreement; ; (v) the The method of valuation of the securities Securities and the method of computing a Fund's each Series' and Class' net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Proceduresconsistent with paragraph 4(a); and or (vi) any valuation Any valuations of securities, securities or net asset value or other amount provided by a Fund Fund. (c) BNY shall indemnify and hold harmless the Funds from and against any loss, damage or BAAI. BNY will not confess expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or settle liability (including any claims asserted by BNY) arising out of the negligence or make any compromise in any instance in which the Trust will be asked to provide indemnificationwillful misconduct of BNY, except with that in no event shall BNY be liable for, nor indemnify the Trust's prior written consentFunds for, special, indirect or consequential damages, or for lost profits or loss of business. Any amounts payable by For purposes of this provision, if as a result of the Trust under this Section 4(b) shall be satisfied only against negligence or willful misconduct of BNY or that of its directors, officers or employees, agents or delegates, there is a material error in the assets net asset value per share of a Fund, the material losses of the Fund involved in on the claimsale and issuance, demandor the redemption, action or suit of its shares attributable to such material error shall be direct money damages. This indemnity shall be a continuing obligation of BNY, its successors and not against assigns, notwithstanding the assets termination of any other investment portfolio of the Trustthis Agreement.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY shall at all times act not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by a Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY’s own negligence or willful misconduct. In no event shall BNY be liable to any Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in good faith and agrees to use its best efforts to fulfill its obligations under connection with this Agreement, but assumes no responsibility for loss or damage to even if previously informed of the Trust unless possibility of such loss or damage is caused by BNY's own negligencedamages and regardless of the form of action. For purposes of this provision, bad faith if as a result of the negligence or willful misconduct of BNY or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith agents or willful misconductdelegates, provided however that it shall not be responsible for lost profits or lost business arising under or there is a material error in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under per share of a Fund, the Pricing Procedures)material losses of the Fund on the sale and issuance, or the redemption, of its shares attributable to such material error shall be direct money damages. (b) The Trust, on behalf of each Fund, will Each Fund shall indemnify BNY against and hold it harmless BNY from and against any and all lossescosts, claimsexpenses, damages, liabilities and claims (including claims asserted by a Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNY, by reason of or as a result of any action reasonably taken or omitted to be taken by BNY in good faith hereunder or in reasonable reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any instructions of an officer of such Fund, or (iv) any opinion of legal counsel for such Fund or BNY, or arising out of transactions or other activities of such Fund which occurred prior to the commencement of this Agreement; provided, that no Fund shall indemnify BNY for costs, expenses, damages, liabilities or expenses (claims for which BNY is liable under preceding 6(a). This indemnity shall be a continuing obligation of each Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, each Fund shall indemnify BNY against and save BNY harmless from any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claimclaim or liability, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: . (i) errors Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; the Funds; (ii) action Action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (of the Fund or otherwise without bad faith, negligence or willful misconduct); ; (iii) any Any action taken or omitted to be taken by BNY in good faith and with prompt notice to the Funds in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI (obtained in accordance with the procedures set forth in this Agreement) Fund or its own counsel; ; (iv) any Any improper use by the Fund, the Trust, BAAI a Fund or their respective its agents, distributor or investment advisor of any valuations or computations supplied by BNY pursuant to this Agreement; ; (v) the The method of valuation of the securities Securities and the method of computing a Fund's each Series’ and Class’ net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Proceduresconsistent with paragraph 4(a); and or (vi) any valuation Any valuations of securities, securities or net asset value or other amount provided by a Fund Fund. (c) BNY shall indemnify and hold harmless the Funds from and against any loss, damage or BAAI. BNY will not confess expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or settle liability (including any claims asserted by BNY) arising out of the negligence or make any compromise in any instance in which the Trust will be asked to provide indemnificationwillful misconduct of BNY, except with that in no event shall BNY be liable for, nor indemnify the Trust's prior written consentFunds for, special, indirect or consequential damages, or for lost profits or loss of business. Any amounts payable by For purposes of this provision, if as a result of the Trust under this Section 4(b) shall be satisfied only against negligence or willful misconduct of BNY or that of its directors, officers or employees, agents or delegates, there is a material error in the assets net asset value per share of a Fund, the material losses of the Fund involved in on the claimsale and issuance, demandor the redemption, action or suit of its shares attributable to such material error shall be direct money damages. This indemnity shall be a continuing obligation of BNY, its successors and not against assigns, notwithstanding the assets termination of any other investment portfolio of the Trustthis Agreement.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Annuity Trust unless such loss or damage damages is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Annuity Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Annuity Trust, BAAI NBAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Annuity Trust, BAAI NBAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAINBAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Annuity Trust will be asked to provide indemnification, except with the Annuity Trust's prior written consent. Any amounts payable by the Annuity Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Annuity Trust.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI BACAP Distributors (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Trust, BAAI BACAP Distributors or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAIBACAP Distributors. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Master Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds Master Portfolios for net asset value breaks (as calculated under the Pricing Procedures). (b) The Master Trust, on behalf of each FundMaster Portfolio, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund Master Portfolio and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a FundMaster Portfolio, the Master Trust, BAAI NBAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the FundMaster Portfolio, the Master Trust, BAAI NBAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a FundMaster Portfolio's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.and

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Trust unless such loss or damage damages is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI NBAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Trust, BAAI NBAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAINBAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Trust Company unless such loss or damage damages is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The TrustCompany, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the TrustCompany, BAAI NBAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the TrustCompany, BAAI NBAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAINBAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust Company will be asked to provide indemnification, except with the TrustCompany's prior written consent. Any amounts payable by the Trust Company under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the TrustCompany.

Standard of Care; Indemnification. (a) BNY The Distributor shall at all times be obligated to act in good faith and agrees to use exercise commercially reasonable care and diligence in the performance of its best efforts to fulfill its obligations duties under this Agreement, but assumes no responsibility for loss or damage to the Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust agrees to indemnify and hold harmless the Distributor and each of its directors, officers, agents and employees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (each of the Distributor, its officers, agents, employees, directors and such control persons, for purposes of this paragraph, an “Indemnitee”) against any loss, liability, claim, damages or expense, including the reasonable cost of investigating or defending any loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith (collectively, for purposes of this Section 6, a “Claim”) arising out of or based upon (i) a claim that the Registration Statement or Prospectus (as amended or supplemented from time to time), shareholder report or other information filed by the Trust with the Commission included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (which standard, in the case of the Prospectus, will be applied in light of the circumstances under which the alleged untrue statement of material fact or material omission was made); (ii) the inaccuracy of factual information furnished to ALPS by the Trust or the Trust’s investment adviser, custodian(s) or other service providers, each in their capacity as an agent of the Trust and acting in their capacity as an agent of the Trust; (iii) ALPS’ reasonable reliance on any instruction, direction, notice, instrument or other information furnished to ALPS by the Trust or the Trust’s investment adviser, custodian(s) or other service providers, each in their capacity as an agent of the Trust and acting in their capacity as an agent of the Trust; or (iv) the Trust’s willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties, obligations, or responsibilities set forth in this Agreement. However, the Trust does not agree to indemnify or hold harmless an Indemnitee under the following circumstances: (i) The alleged untrue statement of material fact or material omission with respect to which the Claim is made was made by a Trust Indemnitee (as defined below) in reliance upon, or in conformity with, information furnished to the Trust by or on behalf of each an Indemnitee; (ii) The alleged untrue statement of material fact or material omission with respect to which the Claim is made was made in the Registration Statement or Prospectus and was subsequently corrected by an amendment or supplement thereto if the person asserting the Claim was delivered the portion of the Prospectus with the alleged untrue statement of material fact or material omission in connection with or before the written confirmation, whether or not such delivery was required by the 1933 Act, and prior to the sending of the confirmation a Trust Indemnitee had notified an Indemnitee that the Registration Statement or Prospectus had been amended or supplemented or otherwise corrected and the relevant amendment or supplement corrected the alleged untrue statement of material fact or material omission; (iii) Indemnification is sought under this paragraph for a liability to the Trust, a Fund or a Fund’s shareholders for which an Indemnitee is subject by reason of willful misfeasance, will indemnify BNY against bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and hold it harmless duties under this Agreement; (iv) The Indemnitee seeking indemnification under this paragraph failed to notify the Trust in writing of the Claim within a reasonable period of time after first receiving notice thereof; provided, however, that such failure or delay in notifying the Trust shall not relieve the Trust from any liability which it may have other than under this indemnity, unless the failure or delay materially prejudiced the Trust’s ability to defend against the Claim. The Trust shall be entitled to participate at its own expense in the defense of any Claim or, if it so elects, to assume the defense of any Claim. If the Trust elects to assume the defense, the defense shall be conducted by counsel chosen and all lossesretained by it and satisfactory to any Indemnitees in the suit, claims, damages, liabilities or expenses (including reasonable counsel and the Distributor shall indemnify the Trust for its share of the costs of the defense and shall alone bear the fees and expenses of a defense any additional counsel it retains. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against any claimTrust Indemnitee in connection with the issuance or sale of Shares. (c) In the absence of willful misfeasance, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken reckless disregard by ALPS in the performance of its duties, obligations or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI (obtained in accordance with the procedures responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents, and employees shall not be liable to the Trust for any taxes, charges, expenses, assessments, claims, and liabilities (including reasonable attorneys’ fees (except as provided in sections 6(b)(iv) and 6(d)(ii) hereof) and disbursements and liabilities arising under applicable federal and state laws) arising directly or its own counsel; indirectly from the following: (ivi) any improper use error of judgment or mistake of law or for any loss suffered by the FundTrust in connection with the matters to which this Agreement relates; (ii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature, or non-performance by a third party, in each case in connection with the matters to which this Agreement relates; or (iii) loss of data or service interruptions in connection with the matters to which this Agreement relates caused by equipment failure not cured within a reasonable timeframe. (d) The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees, officers and agents and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (each of the Trust, BAAI its Trustees, officers and agents and such control persons, for purposes of this paragraph, a “Trust Indemnitee”) against any Claim arising out of or their respective agents, based upon (i) the allegation of any valuations wrongful act by an Indemnitee or computations supplied (ii) a Claim that any part of the Registration Statement or Prospectus (as amended or supplemented from time to time), shareholder report or other information filed by BNY pursuant the Trust with the Commission included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (which standard, in the case of the Prospectus, will be applied in light of the circumstances under which the alleged untrue statement of material fact or material omission was made) insofar as the alleged untrue statement of material fact or material omission was made in reliance upon, or in conformity with information furnished to a Trust Indemnitee by or on behalf of an Indemnitee. However, the Distributor does not agree to indemnify or hold harmless a Trust Indemnitee under the following circumstances: (i) Indemnification is sought under this paragraph for a liability to the Trust, a Fund or a Fund’s shareholders for which a Trust Indemnitee is subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement; or (vii) The Trust Indemnitee seeking indemnification under this paragraph failed to notify the method of valuation Distributor in writing of the securities Claim within a reasonable period of time after first receiving notice thereof; provided, however, that such failure or delay in notifying the Distributor shall not relieve the Distributor from any liability which it may have other than under this indemnity, unless the failure or delay materially prejudiced the Distributor’s ability to defend against such Claim. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any Claim that is not assumed by the Trust. If the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen and retained by it and satisfactory to any Trust Indemnitees in the suit, and the method Trust shall indemnify the Distributor for its share of computing a Fund's net asset value the costs of the defense and shall alone bear the fees and expenses of any additional counsel it retains. The Distributor agrees to notify the Trust promptly of the commencement of any litigation or proceedings against any other amount computed by BNY hereunder, provided BNY has followed Indemnitee in connection with the Pricing Procedures; and issuance or sale of Shares. (vie) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of Section 6(b) or settle or make any compromise in any instance in which 6(d) above, without the Trust will be asked to provide indemnification, except with the Trust's prior written consentnotice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. Any amounts payable by No indemnified or indemnifying party shall settle any claim unless the Trust under settlement contains a full release of liability with respect to the other party in respect of such action. This Section 6 shall survive the termination of this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the TrustAgreement.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Master Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds Master Portfolios for net asset value breaks (as calculated under the Pricing Procedures). (b) The Master Trust, on behalf of each FundMaster Portfolio, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund Master Portfolio and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a FundMaster Portfolio, the Master Trust, BAAI BACAP Distributors (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the FundMaster Portfolio, the Master Trust, BAAI BACAP Distributors or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a FundMaster Portfolio's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.and

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Master Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds Portfolios for net asset value breaks (as calculated under the Pricing Procedures). (b) The Master Trust, on behalf of each FundPortfolio, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund Portfolio and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a FundPortfolio, the Master Trust, BAAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Trust, BAAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.BACAP

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Trust LifeGoal unless such loss or damage damages is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The TrustLifeGoal, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the TrustLifeGoal, BAAI NBAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the TrustLifeGoal, BAAI NBAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAINBAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust LifeGoal will be asked to provide indemnification, except with the TrustLifeGoal's prior written consent. Any amounts payable by the Trust LifeGoal under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the TrustLifeGoal.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI BA Advisors (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Trust, BAAI BA Advisors or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAIBA Advisors. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Separate Account Trust unless such loss or damage damages is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Separate Account Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Separate Account Trust, BAAI BACAP Distributors (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Separate Account Trust, BAAI BACAP Distributors or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAIBACAP Distributors. BNY will not confess any claim or settle or make any compromise in any instance in which the Separate Account Trust will be asked to provide indemnification, except with the Separate Account Trust's prior written consent. Any amounts payable by the Separate Account Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Separate Account Trust.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Master Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds Portfolios for net asset value breaks (as calculated under the Pricing Procedures). (b) The Master Trust, on behalf of each FundPortfolio, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund Portfolio and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a FundPortfolio, the Master Trust, BAAI BAALLC (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the FundPortfolio, the Master Trust, BAAI BAALLC or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.any

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY shall at all times act in good faith not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and agrees to use its best efforts to fulfill its obligations under this Agreementaccountants’ fees) incurred by a Fund, but assumes no responsibility for loss except those costs, expenses, damages, liabilities or damage to the Trust unless such loss or damage is caused by claims arising out of BNY's ’s own bad faith, gross negligence, bad faith or willful misconduct or that reckless disregard of its directorsduties hereunder. In no event shall BNY be liable to any Fund or any third party for special, officers indirect or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligenceconsequential damages, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but BNY shall not be limited toliable for any loss, all legal costsdamage or expense, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and other costs and expenses of a defense against any claimclaim or liability, demandresulting from, action arising out of, or suitin connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY’s control, unless such loss, damage or expense arises out of BNY’s bad faith, gross negligence, willful misconduct or reckless disregard of its duties hereunder. (b) The Fund shall indemnify and hold harmless BNY from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by a Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNY, by reason of or as a result of any action taken or omitted to be taken by BNY in good faith hereunder or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Registration Statement or Prospectus, (iii) any instructions of an officer of such Fund, or (iv) any opinion of legal counsel for such Fund or BNY, or arising out of transactions or other activities of such Fund which occurred prior to the particular commencement of this Agreement; provided, that no Fund shall indemnify BNY for costs, expenses, damages, liabilities or claims for which BNY is liable under preceding 7(a). This indemnity shall be a continuing obligation of a Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, a Fund shall indemnify BNY against and save BNY harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: following without bad faith, gross negligence, willful misconduct or reckless disregard of BNY's duties hereunder: (i1) errors Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; above or by or on behalf of a Fund; (ii2) action Action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement of the Fund; (or otherwise without bad faith, negligence or willful misconduct); (iii3) any Any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI in (obtained in accordance with the procedures set forth in this Agreement4) or its own counsel; (iv) any Any improper use by the Fund, the Trust, BAAI a Fund or their respective its agents, distributor or investment advisor of any valuations or computations supplied by BNY pursuant to this Agreement; ; (v5) the The method of valuation of the securities and the method of computing a Fund's each Series’ net asset value; or (6) Any valuations of securities or net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund. (c) Actions taken or omitted in reliance on oral or written instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument believed by BNY to be genuine or bearing the signature of a person or persons believed to be authorized to sign, countersign or execute the same, or upon the opinion of legal counsel for a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnificationits own counsel, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against conclusively presumed to have been taken or omitted in good faith. (d) Notwithstanding any other provision contained in this Agreement, BNY shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the assets Fund of: (a) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund; (b) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (c) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; or (d) the effect under any federal, state, or foreign income tax laws of the Fund involved in the claimmaking or not making any distribution or dividend payment, demand, action or suit and not against the assets of any other investment portfolio of the Trustelection with respect thereto.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Trust unless such loss or damage damages is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Trust, BAAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Master Trust unless such loss or damage damages is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Master Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Master Trust, BAAI NBAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Master Trust, BAAI NBAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAINBAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Master Trust will be asked to provide indemnification, except with the Master Trust's prior written consent. Any amounts payable by the Master Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Master Trust.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI BA Advisors (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Trust, BAAI BA Advisors or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.BA

Standard of Care; Indemnification. (a) BNY shall at all times act The Sub-Administrator will exercise reasonable care in good faith and agrees to use the performance of its best efforts to fulfill its obligations duties under this Agreement, but assumes no responsibility for loss or damage to the Trust unless such loss or damage is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Trust, on behalf Sub-Administrator shall be responsible for the performance of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, only such duties as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Trust, BAAI (obtained in accordance with the procedures are set forth in this AgreementAgreement and shall have no responsibility for the actions or activities of any other party, including other service providers, except that the Sub-Administrator shall be responsible for the actions, non-actions or activities of any person to whom the Sub-Administrator has delegated the performance of any of the Services pursuant to Section 4(a). The Sub-Administrator shall have no liability for any error of judgment or mistake of law 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 Sub-Administrator, its officers or employees. Neither party shall not be liable to any person for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under this Agreement or its own counsel; (iv) otherwise or for any improper use by such damages arising out of any act or failure to act hereunder, whether or not previously apprised of the Fundpossibility thereof. In any event, the TrustSub-Administrator’s liability under this Agreement (including, BAAI or their respective agentsbut not limited to, of any valuations or computations supplied by BNY pursuant liability relating to this Agreement; (v) the method of valuation qualification of the securities and the method of computing Trust as a Fund's net asset value regulated investment company or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked liability relating to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 4(b’s compliance with any federal or state tax or securities statute, regulation or ruling) shall be satisfied only against limited to the assets greater of two times the fees paid hereunder during the twelve months preceding the determination of the Fund involved amount of such liability or $500,000. The Sub-Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in 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, provided that the Sub-Administrator has adopted and implemented a business resumption plan reasonably designed to prevent failures or delays in performance occurring as a result of reasonably foreseeable circumstances. Each party shall indemnify and hold the other party and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the other party resulting from any loss, damage, claim, demand, action or suit in connection with the other party’s acceptance of this Agreement or any action or omission by the other party in the performance of its duties hereunder. The Trust shall indemnify and hold the Sub-Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator as a result of the Sub-Administrator’s acting upon any Proper Instructions (as defined below), or upon reasonable reliance on information or records given or made by the Trust. Notwithstanding anything in this Agreement to the contrary, neither party’s indemnification obligations shall apply to actions or omissions of the other party, its officers or employees, in cases of such other party’s (or such other party’s officers’ or employees’) own negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement. (c) At any time the Sub-Administrator may apply to any officer of the Trust for instructions, and may consult with legal counsel for the Fund with respect to any matter relating to this Agreement or the performance by the Sub-Administrator of its obligations hereunder; and it will not against be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the assets advice of such counsel. Without limiting any other provision of this Agreement, the Sub-Administrator is authorized to act on the orders, directions or instructions of such persons as the Board of Trustees from time to time designates by resolution. The Sub-Administrator will be protected in acting upon any paper or document, including any orders, directions or instructions, reasonably believed by it to be genuine and to have been signed by an appropriate person or persons; and the Sub-Administrator will not be held to have notice of any other investment portfolio change of authority of any person until receipt of written notice from the TrustFund. (d) Without limiting the forgoing, in carrying out the Services under this Agreement the Sub-Administrator will be entitled to receive, and may rely upon, information furnished it by means of Proper Instructions (as defined below).

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes no responsibility for loss or damage to the Annuity Trust unless such loss or damage damages is caused by BNY's own negligence, bad faith or willful misconduct or that of its directors, officers or employees. BNY shall be responsible hereunder for all direct damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to the Funds for net asset value breaks (as calculated under the Pricing Procedures). (b) The Annuity Trust, on behalf of each Fund, will indemnify BNY against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case 5 may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; (ii) action or inaction taken or omitted to be taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, negligence or willful misconduct); (iii) any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for a Fund, the Annuity Trust, BAAI NBAI (obtained in accordance with the procedures set forth in this Agreement) or its own counsel; (iv) any improper use by the Fund, the Annuity Trust, BAAI NBAI or their respective agents, of any valuations or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value or any other amount computed by BNY hereunder, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAINBAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Annuity Trust will be asked to provide indemnification, except with the Annuity Trust's prior written consent. Any amounts payable by the Annuity Trust under this Section 4(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Annuity Trust.

Standard of Care; Indemnification. (a) BNY shall at all times act in good faith and agrees to use its best efforts to fulfill its obligations under this Agreement, but assumes have no responsibility and shall not be liable for any loss or damage to the Trust unless such loss or damage is caused by BNY's its own negligence, bad faith negligence or willful misconduct or that of its directorsemployees, officers or employeesits breach of any of its representations. Except for the Trust's obligation to indemnify BNY for Losses as set forth in Section 6(b) hereof, including Losses constituting special, indirect or consequential damages to third parties, neither BNY nor the Trust shall otherwise be responsible hereunder liable for all direct special, indirect or consequential damages resulting from its own negligence, bad faith or willful misconduct, provided however that it shall not be responsible for lost profits or lost business arising under or in connection with this Agreement. It is understood regardless of the form of action and agreed that for purposes of this Section 4(a), "direct damages" shall include, but shall not be limited to, all legal costs, penalties, reimbursement for excess distribution and redemption payments, repurchasing costs for servicing agents and reimbursement to even if the Funds for net asset value breaks (as calculated under the Pricing Procedures)same were foreseeable. (b) The TrustBNY shall not be responsible for, on behalf of each Fund, will and the Trust shall indemnify BNY against and hold it BNY harmless from and against, any and all losses, claims, damages, liabilities costs, charges, counsel fees, payments, expenses and liability ("Losses") arising out of or expenses (including reasonable counsel fees and expenses of a defense against any claim, demand, action or suit), relating to the particular Fund and arising from any one or more of the following: attributable to: (i) errors in records The Trust's negligence or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by any person described in Section 1 hereof or by any third party described in Section 5; willful misconduct; (ii) The breach of any representation or warranty of the Trust hereunder; (iii) The conclusive reliance on or use by BNY or its agents or subcontractors of information, records, documents or services which (A) are received by BNY or its agents or subcontractors, and (B) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust including but not limited to any previous transfer agent or registrar; (iv) The conclusive reliance on, or the carrying out by BNY or its agents or subcontractors of any instructions or requests of the Trust on behalf of the Trust; and (v) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. (c) At any time BNY may apply to any officer of the Trust for instructions, and may consult with legal counsel of their choosing with respect to any matter arising in connection with the services to be performed by BNY under this Agreement, and BNY and its agents or subcontractors shall not be liable and shall be indemnified by the Trust for any action or inaction taken or omitted to be by it in reasonable reliance upon such instructions or upon the advice or opinion of such counsel and shall promptly advise the Trust of such advice or opinion (except for actions or omissions by Bank taken by BNY pursuant to written or oral instructions described in this Agreement (or otherwise without bad faith, with negligence or willful misconduct); (iii) . BNY, its agents and subcontractors shall be protected and indemnified in acting upon any action taken paper or omitted document, reasonably believed to be taken genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided BNY in good faith in accordance with the advice or opinion of counsel for a Fundits agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, BAAI and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. (obtained in accordance with d) The Trust shall not be responsible for, and BNY shall indemnify and hold the procedures set forth Trust harmless from and against, any and all Losses arising out of or attributable to: (i) BNY's negligence or willful misconduct; and (ii) The breach of any representation or warranty of BNY hereunder. (e) Notwithstanding any other provision contained in this Agreement, BNY shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (a) the taxable nature of any distribution or amount received or deemed received by, or payable to the Trust; (b) the taxable nature or effect on the Trust or its own counselshareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (ivc) any improper use by the Fund, the Trust, BAAI taxable nature or their respective agents, taxable amount of any valuations distribution or computations supplied by BNY pursuant to this Agreement; (v) the method of valuation of the securities and the method of computing a Fund's net asset value dividend paid, payable or any other amount computed by BNY hereunderdeemed paid, provided BNY has followed the Pricing Procedures; and (vi) any valuation of securities, net asset value or other amount provided by a Fund or BAAI. BNY will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust to its shareholders; or (d) the effect under this Section 4(b) shall be satisfied only against the assets any federal, state, or foreign income tax laws of the Fund involved in the claimTrust making or not making any distribution or dividend payment, demand, action or suit and not against the assets of any other investment portfolio of the Trustelection with respect thereto.