Common use of Standard of Care; Limitation of Liability; Indemnification Clause in Contracts

Standard of Care; Limitation of Liability; Indemnification. (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectively. Neither Securities Intermediary nor Pledge Collateral Agent shall have any liability whatsoever for the action or inaction of any Depository. In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured Party or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought. (b) Securities Intermediary and Pledge Collateral Agent each shall have the right to appoint agents in connection with any of their respective duties hereunder, and the Securities Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by such agents selected in good faith and with due care in accordance with the terms of this Agreement; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent shall not be unreasonably withheld. (c) AIG agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a defense of claims by AIG, Pledgor or Secured Party; provided, AIG shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of AIG and its successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. (a) Except Citigroup shall be under no duty to take any action except as otherwise expressly provided herein, Securities Intermediary specifically set forth herein or as may be specifically agreed to by Citigroup in writing. Citigroup shall use its best judgment and Pledge Collateral Agent efforts in rendering the services described in this Agreement. Citigroup shall not be liable to the Trust or any of the Trust's shareholders for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectively. Neither Securities Intermediary nor Pledge Collateral Agent shall have any liability whatsoever for the action or inaction of Citigroup relating to any Depository. In no event shall Securities Intermediary whatsoever in the absence of bad faith, willful misfeasance or Pledge Collateral Agent be liable to Pledgor, Secured Party negligence in the performance of Citigroup's duties or any third party for special, indirect obligations under this Agreement or consequential damages, or lost profits or loss by reason of business, arising in connection with Citigroup's reckless disregard of its duties and obligations under this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought. (b) Securities Intermediary The Trust agrees to indemnify and Pledge Collateral Agent each hold harmless Citigroup, its employees (as defined in Section 15(l)), directors and officers ("Citigroup Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character ("Losses"): (i) arising out of Citigroup's actions taken or failures to act with respect to a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) or (ii) arising out of the offer or sale of Shares by the Trust 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, provided that Citigroup shall have not be indemnified for Losses to the right extent that the Losses result from Citigroup's breach of the standard of care set forth in Section 3(a) (a "Citigroup Claim"). The Trust shall not be required to appoint agents indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the Citigroup Claim in connection its own name or in the name of the Citigroup Indemnitee. (c) Citigroup agrees to indemnify and hold harmless the Trust, its employees, Trustees and officers ("Trust Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) Citigroup's actions taken or failures to act with respect to a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) any breach of their respective duties hereunderCitigroup's representation set forth in Section 4 (a "Trust Claim"), (iii) any breach of this Agreement by Citigroup, or (iv) Citigroup's violation of law. Citigroup shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Securities Intermediary and Pledge Collateral Agent Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A Citigroup Indemnitee shall not be liable for any action taken or omitted by such failure to act in reasonable and good faith reliance upon: (i) the advice of the Trust, the Trust's outside counsel given with respect to agents selected of the Trust and the Trust's independent accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and with due care Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in accordance with good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the terms Trust or other proper party or parties; and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuine. (e) Citigroup shall not be liable for the errors of other service providers to the Trust or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Trust, except to the extent such service provider is Citigroup or an affiliate of Citigroup. (f) Citigroup shall reimburse each applicable Fund for any net losses and any reprocessing costs to the Fund during each NAV Error Period (as defined below in subparagraph (g)) resulting from an NAV Difference (as defined below in subparagraph (g)) that is at least $0.01 per share but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent Citigroup shall not be unreasonably withheldresponsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10 per account. (cg) AIG agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a defense of claims by AIG, Pledgor or Secured Party; provided, AIG shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of AIG and its successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected divided by the Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of $0.01 per share or more exists; (iii) NAV Differences and any Citigroup liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted. (h) If the Trust has the ability to originate electronic instructions to Citigroup in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event Citigroup shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by Citigroup from time to time.

Standard of Care; Limitation of Liability; Indemnification. (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectivelyIntermediary. Neither Securities Intermediary nor Pledge Collateral Agent shall have any no liability whatsoever for the action or inaction of any Depository. With respect to Losses arising out of the acts or failures to act of a Subcustodian (other than an affiliate of Securities Intermediary), Securities Intermediary shall take appropriate action to recover such Losses from such Subcustodian, and Securities Intermediary’s sole responsibility and liability shall be limited to the amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Securities Intermediary). In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured Party or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent any Subcustodian be liable: : (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been be given by an Authorized Person of Secured Party; Person; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities Securities directed by Pledgor or Secured Party by a Written Instruction are in accordance with this the Pledge Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities Securities or market conditions which prevent the transfer of property or execution of securities Securities transactions or affect the value of property; or (iv) for the insolvency of any depository Subcustodian (other than an affiliate of Securities Intermediary) or any Depository or for any Indemnification Collateral or Pledge Collateral held by such depositoryDepository or Subcustodian; providedor (v) for any Losses due to forces beyond the control of Securities Intermediary, howeverincluding without limitation strikes, that Securities Intermediary work stoppages, acts of war or Pledge Collateral Agent has not acted with gross negligence terrorism, insurrection, revolution, nuclear or engaged in willful misconduct with respect to the specific Loss against which indemnification is soughtnatural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (b) Securities Intermediary Secured Party and Pledge Collateral Agent each shall have the right to appoint agents in connection with any of their respective duties hereunderPledgor agree, jointly and the Securities Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by such agents selected in good faith and with due care in accordance with the terms of this Agreement; providedseverally, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent shall not be unreasonably withheld. (c) AIG agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses Losses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the Securities Intermediary’s performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a successful defense of claims by AIG, Pledgor or Secured Party; provided, AIG that Pledgor and Secured Party shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses Losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of AIG Pledgor and its Secured Party, their respective successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and E-140 accountants’ fees (collectively, “Losses”) ), incurred by or asserted against Pledgor or Secured PartyCustomer, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectivelyIntermediary. Neither Securities Intermediary nor Pledge Collateral Agent shall have any no liability whatsoever for the action or inaction of any DepositoryDepository or issuer of securities. Subject to Section 11(b) below, Securities Intermediary’s responsibility with respect to any securities or cash held by a Subcustodian is limited to the failure on the part of Securities Intermediary to exercise reasonable care in the selection or retention of such Subcustodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any Losses incurred by Customer as a result of the acts or the failure to act by any Subcustodian (other than a BNYM Affiliate), Securities Intermediary shall take appropriate action to recover such Losses from such Subcustodian; and Securities Intermediary’s sole responsibility and liability to Customer shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Securities Intermediary). In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured Party Customer or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent these Global Custody Terms and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is soughtConditions. (b) Securities Intermediary may enter into subcontracts, agreements and Pledge Collateral Agent each shall have the right to appoint agents in connection understandings with any of their respective duties BNYM Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, and the agreement or understanding shall discharge Securities Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by such agents selected in good faith and with due care in accordance with the terms of this Agreement; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties from its obligations hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent shall not be unreasonably withheld. (c) AIG agrees Securities Intermediary shall be under no obligation to take action to collect any amount payable on securities in default, or if payment is refused after due demand and presentment. (d) Secured Party and Obligor agree, severally and jointly, to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses Losses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the Securities Intermediary’s performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a successful defense of claims by AIG, Pledgor or Obligor and/or Secured Party; provided, AIG that Obligor and Secured Party shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Losses for which Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconductIntermediary has agreed to be liable. This indemnity shall be a continuing obligation of AIG Obligor and its Secured Party, their respective successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”) ), incurred by or asserted against Pledgor or Secured PartyCustomer, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectivelyIntermediary. Neither Securities Intermediary nor Pledge Collateral Agent shall have any no liability whatsoever for the action or inaction of any DepositoryDepository or issuer of securities. Subject to Section 11(b) below, Securities Intermediary’s responsibility with respect to any securities or cash held by a Subcustodian is limited to the failure on the part of Securities Intermediary to exercise reasonable care in the selection or retention of such Subcustodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any Losses incurred by Customer as a result of the acts or the failure to act by any Subcustodian (other than a [●] Affiliate), Securities Intermediary shall take appropriate action to recover such Losses from such Subcustodian; and Securities Intermediary’s sole responsibility and liability to Customer shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Securities Intermediary). In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured Party Customer or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent these Global Custody Terms and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is soughtConditions. (b) Securities Intermediary may enter into subcontracts, agreements and Pledge Collateral Agent each shall have the right to appoint agents in connection understandings with any of their respective duties [●] Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, and the agreement or understanding shall discharge Securities Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by such agents selected in good faith and with due care in accordance with the terms of this Agreement; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties from its obligations hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent shall not be unreasonably withheld. (c) AIG agrees Securities Intermediary shall be under no obligation to take action to collect any amount payable on securities in default, or if payment is refused after due demand and presentment. (d) Secured Party and Obligor agree, severally and jointly, to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses Losses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the Securities Intermediary’s performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a successful defense of claims by AIG, Pledgor or Obligor and/or Secured Party; provided, AIG that Obligor and Secured Party shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Losses for which Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconductIntermediary has agreed to be liable. This indemnity shall be a continuing obligation of AIG Obligor and its Secured Party, their respective successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. (a) Except Forum shall be under no duty to take any action except as otherwise expressly provided herein, Securities Intermediary specifically set forth herein or as may be specifically agreed to by Forum in writing. Forum shall use its best judgment and Pledge Collateral Agent efforts in rendering the services described in this Agreement. Forum shall not be liable to the Trust or any of the Trust's shareholders for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectively. Neither Securities Intermediary nor Pledge Collateral Agent shall have any liability whatsoever for the action or inaction of Forum relating to any Depository. In no event shall Securities Intermediary whatsoever in the absence of bad faith, willful misfeasance or Pledge Collateral Agent be liable to Pledgor, Secured Party negligence in the performance of Forum's duties or any third party for special, indirect obligations under this Agreement or consequential damages, or lost profits or loss by reason of business, arising in connection with Forum's reckless disregard of its duties and obligations under this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought. (b) Securities Intermediary The Trust agrees to indemnify and Pledge Collateral Agent each shall have hold harmless Forum, its employees, directors and officers and any person who controls Forum within the right to appoint agents in connection with any meaning of their respective duties hereunder, and section 15 of the Securities Intermediary Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Forum Indemnitees"), against and Pledge Collateral Agent from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of Forum's actions taken or failures to act with respect to a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Forum Claim"). The Trust shall not be required to indemnify any Forum Indemnitee if, prior to confessing any Forum Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the Forum Claim in its own name or in the name of the Forum Indemnitee. (c) Forum agrees to indemnify and hold harmless the Trust, its employees, Trustees and officers ("Trust Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) Forum's actions taken or failures to act with respect to a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) any breach of Forum's representation set forth in Section 13 (a "Trust Claim"), (iii) any breach of this Agreement by Forum, or (iv) Forum's violation of law. Forum shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give Forum written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A Forum Indemnitee shall not be liable for any action taken or omitted by such agents selected failure to act in reasonable and good faith reliance upon: (i) the advice of the Trust, the Trust's outside counsel or the Trust's accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that Forum has such reasonable belief, Forum shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and with due care Forum may rely upon the genuineness of any such document or copy thereof reasonably believed in accordance with good faith by Forum to have been validly executed; or (iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Forum to be genuine and to have been signed or presented by the terms Trust or other proper party or parties; and no Forum Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Forum reasonably believes in good faith to be genuine. (e) Forum shall not be liable for the errors of other service providers to the Trust or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Forum) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Trust, except to the extent such service provider is an affiliate of Forum. (f) Forum shall reimburse each applicable Fund for any net losses and any reprocessing costs to the Fund during each NAV Error Period (as defined below in subparagraph (g)) resulting from an NAV Difference (as defined below in subparagraph (g)) that is at least 1/10 of 1% but that is less than 1/2 of 1%. Forum shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent Forum shall not be unreasonably withheldresponsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10 per account. (cg) AIG agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a defense of claims by AIG, Pledgor or Secured Party; provided, AIG shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of AIG and its successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Forum liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted.

Standard of Care; Limitation of Liability; Indemnification. (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence negligence, bad faith, or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectivelyIntermediary. Neither Securities Intermediary nor Pledge Collateral Agent shall have any no liability whatsoever for the action or inaction of any Depository. In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured Party or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: : (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been be given by an Authorized Person of Secured Party; Person; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this the Pledge Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for failing to act on any oral instructions; (v) for any Losses due to Force Majeure Events (as defined below); or (vi) for the insolvency of any depository Depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is soughtDepository. (b) Securities Intermediary and Pledge Collateral Agent each shall have the right to appoint agents in connection with any of their respective duties hereunder, and the Securities Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by such agents selected in good faith and with due care in accordance with the terms of this Agreement; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent shall not be unreasonably withheld. (c) AIG Pledgor agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses Losses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inactioninaction hereunder, or arising out of the Securities Intermediary’s performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel (such fees and expenses to be evidenced by a reasonably detailed written invoice) incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a successful defense of claims by AIG, Pledgor or Secured PartyPledgor; provided, AIG that Pledgor shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses Losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence negligence, bad faith, or willful misconduct. Notwithstanding the foregoing, Pledgor shall not be responsible for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. This indemnity shall be a continuing obligation of AIG Pledgor and its successors and assigns, notwithstanding the termination of this Agreement, or the resignation or removal of the Securities Intermediary or Pledge Collateral Agent or the termination of this AgreementIntermediary.

Standard of Care; Limitation of Liability; Indemnification. (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectivelyIntermediary. Neither Securities Intermediary nor Pledge Collateral Agent shall have any no liability whatsoever for the action or inaction of any Depository. With respect to Losses arising out of the acts or failures to act of a Subcustodian (other than an affiliate of Securities Intermediary), Securities Intermediary shall take appropriate action to recover such Losses from such Subcustodian, and Securities Intermediary’s sole responsibility and liability shall be limited to the amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Securities Intermediary). In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured Party or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent any Subcustodian be liable: : (i) for acting in accordance with any Written or Oral Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been be given by an Authorized Person of Secured Party; Person; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities Securities directed by Pledgor or Secured Party by a Written or an Oral Instruction are in accordance with this the Collateral Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities Securities or market conditions which prevent the transfer of property or execution of securities Securities transactions or affect the value of property; or (iv) for the insolvency of any depository Subcustodian (other than an affiliate of Securities Intermediary) or any Depository or for any Indemnification Collateral or Pledge Collateral held by such depositoryDepository or Subcustodian; provided(v) for failing to act on any Oral Instructions; or (vi) for any Losses due to forces beyond the control of Securities Intermediary, howeverincluding without limitation strikes, that Securities Intermediary work stoppages, acts of war or Pledge Collateral Agent has not acted with gross negligence terrorism, insurrection, revolution, nuclear or engaged in willful misconduct with respect to the specific Loss against which indemnification is soughtnatural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (b) Securities Intermediary Secured Party and Pledge Collateral Agent each shall have the right to appoint agents in connection with any of their respective duties hereunderPledgor agree, jointly and the Securities Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by such agents selected in good faith and with due care in accordance with the terms of this Agreement; providedseverally, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent shall not be unreasonably withheld. (c) AIG agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses Losses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the Securities Intermediary’s performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a successful defense of claims by AIG, Pledgor or Secured Party; provided, AIG that Pledgor and Secured Party shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses Losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of AIG Pledgor and its Secured Party, their respective successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”) ), incurred by or asserted against Pledgor or Secured PartyCustomer, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectivelyIntermediary. Neither Securities Intermediary nor Pledge Collateral Agent shall have any no liability whatsoever for the action or inaction of any DepositoryDepository or issuer of securities. Subject to Section 11(b) below, Securities Intermediary’s responsibility with respect to any securities or cash held by a Subcustodian is limited to the failure on the part of Securities Intermediary to exercise reasonable care in the selection or retention of such Subcustodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any Losses incurred by Customer as a result of the acts or the failure to act by any Subcustodian (other than a BNYM Affiliate), Securities Intermediary shall take appropriate action to recover such Losses from such Subcustodian; and Securities Intermediary’s sole responsibility and liability to Customer shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Securities Intermediary). In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured Party Customer or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent these Global Custody Terms and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is soughtConditions. (b) Securities Intermediary may enter into subcontracts, agreements and Pledge Collateral Agent each shall have the right to appoint agents in connection understandings with any of their respective duties BNYM Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, and the agreement or understanding shall discharge Securities Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by such agents selected in good faith and with due care in accordance with the terms of this Agreement; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties from its obligations hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent shall not be unreasonably withheld. (c) AIG agrees Securities Intermediary shall be under no obligation to take action to collect any amount payable on securities in default, or if payment is refused after due demand and presentment. (d) Secured Party and Obligor agree, severally and jointly, to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses Losses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the Securities Intermediary’s performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a successful defense of claims by AIG, Pledgor or Obligor and/or Secured Party; provided, AIG that Obligor and Secured Party shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Losses for which Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconductIntermediary has agreed to be liable. This indemnity shall be a continuing obligation of AIG Obligor and its Secured Party, their respective successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. (a) Except Forum shall be under no duty to take any action except as otherwise expressly provided herein, Securities Intermediary specifically set forth herein or as may be specifically agreed to by Forum in writing. Forum shall use its best judgment and Pledge Collateral Agent efforts in rendering the services described in this Agreement. Forum shall not be liable to the Trust or any of the Trust's shareholders for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectively. Neither Securities Intermediary nor Pledge Collateral Agent shall have any liability whatsoever for the action or inaction of Forum relating to any Depository. In no event shall Securities Intermediary whatsoever in the absence of bad faith, willful misfeasance or Pledge Collateral Agent be liable to Pledgor, Secured Party negligence in the performance of Forum's duties or any third party for special, indirect obligations under this Agreement or consequential damages, or lost profits or loss by reason of business, arising in connection with Forum's reckless disregard of its duties and obligations under this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought. (b) Securities Intermediary The Trust agrees to indemnify and Pledge Collateral Agent each shall have hold harmless Forum, its employees, directors and officers and any person who controls Forum within the right to appoint agents in connection with any meaning of their respective duties hereunder, and section 15 of the Securities Intermediary Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Forum Indemnitees"), against and Pledge Collateral Agent from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of Forum's actions taken or failures to act with respect to a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Forum Claim"). The Trust shall not be required to indemnify any Forum Indemnitee if, prior to confessing any Forum Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the Forum Claim in its own name or in the name of the Forum Indemnitee. (c) Forum agrees to indemnify and hold harmless the Trust, its employees, Trustees and officers ("Trust Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) Forum's actions taken or failures to act with respect to a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) any breach of Forum's representation set forth in Section 13 (a "Trust Claim"), (iii) any breach of this Agreement by Forum, or (iv) Forum's violation of law. Forum shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give Forum written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A Forum Indemnitee shall not be liable for any action taken or omitted by such agents selected failure to act in reasonable and good faith reliance upon: (i) the advice of the Trust, the Trust's outside counsel or the Trust's accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that Forum has such reasonable belief, Forum shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and with due care Forum may rely upon the genuineness of any such document or copy thereof reasonably believed in accordance with good faith by Forum to have been validly executed; or (iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Forum to be genuine and to have been signed or presented by the terms Trust or other proper party or parties; and no Forum Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of this Agreementany statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Forum reasonably believes in good faith to be genuine. (e) Forum shall not be liable for the errors of other service providers to the Trust or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Forum) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Trust, except to the extent such service provider is an affiliate of Forum. (f) Forum shall reimburse each applicable Fund for any net losses and any reprocessing costs to the Fund during each NAV Error Period (as defined below in subparagraph (g)) resulting from an NAV Difference (as defined below in subparagraph (g)) that is at least $0.01 per share but that is less than 1/2 of 1%. Forum shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent Forum shall not be unreasonably withheldresponsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10 per account. (cg) AIG agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a defense of claims by AIG, Pledgor or Secured Party; provided, AIG shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of AIG and its successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of $0.01 per share or more exists; (iii) NAV Differences and any Forum liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted.

Standard of Care; Limitation of Liability; Indemnification. (a) Except Forum shall be under no duty to take any action except as otherwise expressly provided herein, Securities Intermediary specifically set forth herein or as may be specifically agreed to by Forum in writing. Forum shall use its best judgment and Pledge Collateral Agent efforts in rendering the services described in this Agreement. Forum shall not be liable to the Trust or any of the Trust's shareholders for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectively. Neither Securities Intermediary nor Pledge Collateral Agent shall have any liability whatsoever for the action or inaction of Forum relating to any Depository. In no event shall Securities Intermediary whatsoever in the absence of bad faith, willful misfeasance or Pledge Collateral Agent be liable to Pledgor, Secured Party negligence in the performance of Forum's duties or any third party for special, indirect obligations under this Agreement or consequential damages, or lost profits or loss by reason of business, arising in connection with Forum's reckless disregard of its duties and obligations under this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party; (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be, (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository; provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought. (b) Securities Intermediary The Trust agrees to indemnify and Pledge Collateral Agent each shall have hold harmless Forum, its employees, directors and officers and any person who controls Forum within the right to appoint agents in connection with any meaning of their respective duties hereunder, and section 15 of the Securities Intermediary Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Forum Indemnitees"), against and Pledge Collateral Agent from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of Forum's actions taken or failures to act with respect to a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Forum Claim"). The Trust shall not be required to indemnify any Forum Indemnitee if, prior to confessing any Forum Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the Forum Claim in its own name or in the name of the Forum Indemnitee. (c) Forum agrees to indemnify and hold harmless the Trust, its employees, Trustees and officers ("Trust Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) Forum's actions taken or failures to act with respect to a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) any breach of Forum's representation set forth in Section 13 (a "Trust Claim"), (iii) any breach of this Agreement by Forum, or (iv) Forum's violation of law. Forum shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give Forum written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A Forum Indemnitee shall not be liable for any action taken or omitted by such agents selected failure to act in reasonable and good faith reliance upon: (i) the advice of the Trust, the Trust's outside counsel and the Trust's accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that Forum has such reasonable belief, Forum shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and with due care Forum may rely upon the genuineness of any such document or copy thereof reasonably believed in accordance with good faith by Forum to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Forum to be genuine and to have been signed or presented by the terms of this AgreementTrust or other proper party or parties; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent and no Forum Indemnitee shall be permitted under any duty or obligation to appoint inquire into the validity or invalidity or authority or lack thereof of any subcustodian statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Forum reasonably believes in connection with any of their respective duties hereunder. The appointment of agents pursuant good faith to this Section 5.1(bbe genuine. (e) shall be subject to prior written consent of the Secured Party, which consent Forum shall not be unreasonably withheld. (c) AIG agrees liable for the errors of other service providers to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses sustained the Trust or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereundertheir systems, including the errors of pricing services (other than to pursue all reasonable fees claims against the pricing service based on the pricing services' standard contracts entered into by Forum) and expenses errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of counsel incurred by Securities Intermediary trade information), custodian or Pledge Collateral Agenttransfer agent to the Trust, as except to the case may be, in a defense extent such service provider is an affiliate of claims by AIG, Pledgor or Secured Party; provided, AIG shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of AIG and its successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this AgreementForum.