Common use of Standard of Care; Reliance on Records and Instructions; Indemnification Clause in Contracts

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the TrustTrust or the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or BISYS, its employees, agents, directors, officers or and nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's BISYS' obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Fund AccountantBISYS. The Fund Accountant BISYS agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' or its employees', agents', directors', officers' or and nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's BISYS' obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant BISYS written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions provision contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant Sub- Administrator shall use its best reasonable efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Administrator or the trust for any action taken or omitted by the Fund Accountant Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Administrator agrees to indemnify and hold harmless the Sub-Administrator, its affiliates, employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgements, liabilities, losses, damages, costs, charges, counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Sub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to a Fund Accountantor based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to the Sub- Administrator by the Administrator; provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Sub- Administrator shall give the Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Sub-Administrator. The Sub-Administrator agrees to indemnify and hold harmless the Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgmentsjudgements, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's actions taken bad faith, willful misfeasance, negligence or nonactions from reckless disregard by it of its obligations and duties, with respect to the performance of services under this Agreement or basedAgreement, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant Administrator shall give the Trust Sub- Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyAdministrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant duties of BISYS shall use its best efforts be confined to ensure the accuracy of all services performed under this Agreementthose expressly set forth herein, but and no implied duties are assumed by or may be asserted against BISYS hereunder. BISYS shall not be liable to the Trust for any action taken error of judgment or omitted by the Fund Accountant mistake of law or for any loss arising out of any act or omission in the absence of bad faithcarrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard by it of its obligations and dutiesduties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. The Trust agrees (As used in this Section 4, the term "BISYS" shall include directors, officers, employees and other agents of BISYS as well as BISYS itself.) Any person, even though also an officer, director, employee or agent of BISYS, who may be or become an officer, Trustee, employee or agent of the Company, shall be deemed, when rendering services to the Company or to any Fund, or acting on any business of the Company or of any Fund (other than services or business in connection with BISYS' duties hereunder) to be rendering such services to or acting solely for the Company or the Fund and not as an officer, director, employee or agent or one under the control or direction of BISYS even though paid by BISYS. So long as BISYS acts in good faith and with due diligence and without negligence, Fifth Third assumes full responsibility and shall indemnify BISYS and hold it harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other disbursements, payments, expenses of every nature and character liabilities (including reasonable investigation expenses) arising directly or indirectly out of this Agreement or in any way relating to the Fund Accountant's BISYS' actions taken or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties nonactions with respect to the performance of services under this Agreement; providedhereunder. Except for actions, thatsuits or claims brought or threatened against BISYS by (i) the Company, prior to confessing any claim against it which may be (ii) Fifth Third, or (iii) one or more shareholders of the subject of this indemnificationCompany, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions provision contained herein shall apply, however, it is understood that if in any case the indemnifying party Fifth Third may be asked to indemnify or hold the other party BISYS harmless, the indemnifying party Fifth Third shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party BISYS will use all reasonable care to identify and notify the indemnifying party Fifth Third promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying partyFifth Third, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party Fifth Third shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party Fifth Third elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party Fifth Third and satisfactory to the other partyBISYS, whose approval shall not be unreasonably withheld. In the event that the indemnifying party Fifth Third elects to assume the defense of any suit and retain counsel, the indemnified party BISYS shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party Fifth Third does not elect to assume the defense of a suit, it will reimburse the indemnified party BISYS for the reasonable fees and expenses of any counsel retained by BISYS. BISYS may apply to Fifth Third at any time for instructions and may consult counsel for Fifth Third or its own counsel and with accountants and other experts with respect to any matter arising in connection with BISYS' duties, and BISYS shall not be liable or accountable for any reasonable action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other partyexperts. Also, BISYS shall be protected in acting in good faith upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. BISYS will not be held to have notice of any change of authority of any officers, employees or agents of Fifth Third until receipt of written notice thereof from Fifth Third.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Portfolio agrees to indemnify and hold harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Portfolio or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund such Portfolio given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. For purposes of this Agreement, actions or omissions by any BISYS Entity or its employees, agents, directors, officers or nominees made in cases of their own bad faith, willful misfeasance, negligence any capacity shall be deemed to be actions or reckless disregard omissions by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. Any actions or omissions by a person who is both an officer or employee of the Trust and an officer or employee of any BISYS Entity shall be deemed to have been committed solely in such person's capacity as an officer or employee of such BISYS Entity. The Fund Accountant agrees Trust's agreement to indemnify and hold harmless the TrustFund Accountant, its partners and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Fund Accountant, its partners or employees, agentsor any such controlling person, Trustees, officers and nominees such notification to be given in accordance with Section 19 hereof within 10 days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating liability which the Trust may have to the Fund Accountant's person against whom such action is brought by reason of any such untrue, or its employees'allegedly untrue, agents'statement or omission, directors'or alleged omission, officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties otherwise than with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trustincremental liabilities resulting from such failure. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party Trust will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the indemnifying party Trust and satisfactory to the other partyapproved by Fund Accountant, whose which approval shall not be unreasonably withheld. In the event that the indemnifying party Trust elects to assume the defense of any such suit and retain counselcounsel of good standing approved by Fund Accountant, the indemnified party defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by it. If any of them; but in case the indemnifying party Trust does not elect to assume the defense of a any such suit, it or in case Fund Accountant reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse Fund Accountant, its partners and employees, or the indemnified party controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the other partyFund Accountant or them.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. BISYS hereby agrees to indemnify and hold harmless the Trust, and its series, for any action taken or omitted by BISYS, in the exercise of its responsibilities under this Agreement in bad faith, willful misfeasance, negligence, or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyBISYS.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to Fifth Third or the Trust Company for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Fifth Third agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the TrustCompany or Fifth Third; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust Fifth Third written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS. Any person, even though also an officer, director, employee or agent of BISYS who may be or become an officer, Trustee, employee or agent of the Company, shall be deemed, when rendering services to the Company or to any Fund, or acting on any business of the Company or of any Fund (other than services or business in connection with BISYS' duties hereunder) to be rendering such services to or acting solely for the Company or the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless not as an officer, director, employee or agent or one under the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless control or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses direction of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard BISYS even though paid by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyBISYS.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant Sub-Administrator shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to ASC or the Trust for any action taken or omitted by the Fund Accountant Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust ASC agrees to indemnify and hold harmless the Fund AccountantSub-Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to a Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant Sub-Administrator by a duly authorized representative of the TrustASC; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees Sub-Administrator in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant Sub-Administrator shall give the Trust ASC written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund AccountantSub-Administrator. The Fund Accountant Sub-Administrator agrees to indemnify and hold harmless the TrustAdministrator, its employees, agents, Trusteesdirectors, officers and nominees from and against any and all actionsclaims, demands, actions and suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant Sub-Administrator shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to ASC or the Trust for any action taken or omitted by the Fund Accountant Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust ASC agrees to indemnify and hold harmless the Fund AccountantSub-Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub- Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to a Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant Sub-Administrator by a duly authorized representative of the TrustASC; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees Sub- Administrator in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant Sub-Administrator shall give the Trust ASC written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund AccountantSub-Administrator. The Fund Accountant Sub-Administrator agrees to indemnify and hold harmless the TrustAdministrator, its employees, agents, Trusteesdirectors, officers and nominees from and against any and all actionsclaims, demands, actions and suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character Losses arising out of or in any way relating to the Fund AccountantBISYS's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the TrustTrust or the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or BISYS, its employees, agents, directors, officers or and nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund AccountantBISYS's obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Fund AccountantBISYS. The Fund Accountant BISYS agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character Losses arising out of or in any way relating to the Fund AccountantBISYS's or its employees', agents', directors', officers' or and nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund AccountantBISYS's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant BISYS written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions provision contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant Sub-Administrator shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Administrator or the Trust for any action taken or omitted by the Fund Accountant Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Administrator agrees to indemnify and hold harmless the Fund AccountantSub-Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to a Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant Sub-Administrator by any person reasonably believed by the Sub-Administrator to be a duly authorized representative of the TrustAdministrator; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees Sub- Administrator in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant Sub-Administrator shall give the Trust Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund AccountantSub-Administrator. The Fund Accountant Sub-Administrator agrees to indemnify and hold harmless the TrustAdministrator, its employees, agents, Trusteesdirectors, officers and nominees from and against any and all actionsclaims, demands, actions and suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Trust Administrator shall give the Fund Accountant Sub-Administrator written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyAdministrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Company for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Fund agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantBISYS's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the TrustCompany; provided provided, however, that BISYS shall not be protected in relying on any information, records, instructions or requests given or made to or prepared by BISYS or any affiliate of BISYS or any officer of the Company that is an officer or employee of BISYS or any affiliate of BISYS; and provided, further, that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS. Notwithstanding the Fund Accountant. The Fund Accountant foregoing, BISYS agrees to indemnify and hold harmless the TrustCompany, its employees, agents, Trusteesdirectors, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.every

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Portfolio agrees to indemnify and hold harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Portfolio or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund such Portfolio given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. For purposes of this Agreement, actions or omissions by any BISYS Entity or its employees, agents, directors, officers or nominees made in cases of their own bad faith, willful misfeasance, negligence any capacity shall be deemed to be actions or reckless disregard omissions by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. Any actions or omissions by a person who is both an officer or employee of the Trust and an officer or employee of any BISYS Entity shall be deemed to have been committed solely in such person's capacity as an officer or employee of such BISYS Entity. The Fund Accountant agrees Trust's agreement to indemnify and hold harmless the TrustFund Accountant, its partners and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Fund Accountant, its partners or employees, agentsor any such controlling person, Trustees, officers and nominees such notification to be given in accordance with Section 19 hereof within 10 days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating liability which the Trust may have to the Fund Accountant's person against whom such action is brought by reason of any such untrue, or its employees'allegedly untrue, agents'statement or omission, directors'or alleged omission, officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties otherwise than with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trustincremental liabilities resulting from such failure. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party Trust will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the indemnifying party Trust and satisfactory to the other partyapproved by Fund Accountant, whose which approval shall not be unreasonably withheld. In the event that the indemnifying party Trust elects to assume the defense of any such suit and retain counselcounsel of good standing approved by Fund Accountant, the indemnified party defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense any of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.them; but in case the

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant duties of BISYS shall use its best efforts be confined to ensure the accuracy of all services performed under this Agreementthose expressly set forth herein, but and no implied duties are assumed by or may be asserted against BISYS hereunder. BISYS shall not be liable to the Trust for any action taken error of judgment or omitted by the Fund Accountant mistake of law or for any loss arising out of any investment or for any act or omission in the absence of bad faithcarrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard by it of its obligations and dutiesduties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. The (As used in this Section 9, the term "BISYS" shall include directors and officers of, and persons who control, BISYS as well as BISYS itself.) So long as BISYS acts in good faith and with due diligence and without negligence, the Trust agrees to assumes full responsibility and shall indemnify BISYS and hold it harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands suits and claims, whether groundless or otherwise, and from and against any and all judgmentslosses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of administration, transfer agency, and dividend disbursing relationships to the Trust or any other service rendered to the Trust hereunder. BISYS agrees to indemnify and hold harmless the Company, its Trustees and officers and nominees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all judgements, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantAdministrator's or its employees', agents', directors', officers' or nominees' bad faith, faith willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be . The indemnity and defense provisions set forth herein shall indefinitely survive the subject termination of this indemnificationAgreement. Except for actions, suits or claims brought or threatened against BISYS by (i) the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name Trust, or in the name (ii) one or more Shareholders of the Trust. The , the rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Fund agrees to indemnify and hold harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions non-actions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant duties of the Sub-Administrator shall use its best efforts be confined to ensure the accuracy of all services performed under this Agreementthose expressly set forth herein, but and no implied duties are assumed by or may be asserted against it hereunder. The Sub-Administrator shall not be liable to the Trust for any action taken error of judgment or omitted by the Fund Accountant mistake of law or for any loss arising out of any act or omission in the absence of bad faithcarrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard by it of its obligations and dutiesduties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. The Trust agrees to indemnify and hold harmless the Fund AccountantAny officer, its employeesdirector, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless employee or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative agent of the Trust; provided that this indemnification shall not apply to actions Sub-Administrator who is or omissions who becomes an officer, Trustee, employee or agent of the Fund Accountant Trust shall be deemed, when engaged in rendering the Services hereunder in such capacity, to be rendering services directly to or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless for the Trust, its employeesand shall not be deemed to be acting as an officer, agentsdirector, Trusteesemployee or agent or one under the control or direction of Administrator. So long as the Sub-Administrator acts in good faith and with due diligence and without negligence, officers BISYS shall indemnify the Sub-Administrator and nominees hold it harmless from and against any and all actions, suits, demands suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other disbursements, payments, expenses of every nature and character liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Sub-Administrator's actions taken or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties nonactions with respect to the performance of services under this Agreementhereunder; provided, thathowever, prior that Administrator's obligation under the foregoing indemnity and hold harmless shall apply only to confessing the extent that Administrator is in fact fully indemnified and held harmless by the Trust, under the Administration Agreement, for any claim against it which may and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) incurred by Administrator (including, without limitation, any indemnification amounts payable to the Sub-Administrator), and any payments of indemnity shall be due only if, as and when such amounts payable to the subject of Sub-Administrator by Administrator under this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim paragraph are in its own name or in the name of fact received by Administrator from the Trust. The rights hereunder Sub-Administrator shall include the right to reasonable advances of defense expenses in the event of indemnify Administrator and hold it harmless from and against any pending and all actions, suits and claims, whether groundless or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in questionotherwise, and it is further understood that the indemnified party will use from and against any and all losses, damages, costs, charges, reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Sub-Administrator's appointment as sub-administrator, and any additional counsel retained actions taken by it. If or omissions of the indemnifying party does not elect to assume the defense Sub-Administrator hereunder involving its negligence, willful misfeasance or reckless disregard of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyits obligations under this Agreement.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant OKSC shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant OKSC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and dutiesduties hereunder. The Trust agrees to indemnify and hold harmless the Fund AccountantOKSC, its employees, agents, directors, directors and officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, actions and suits, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantOKSC's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant OKSC by a duly authorized representative of the Trust; , provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees OKSC in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant OKSC shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund AccountantOKSC. The Fund Accountant agrees to indemnify and hold harmless Any person, even though also an officer, director, employee or agent of OKSC who may be or become an officer, Trustee, employee or agent of the Trust, its employeesshall be deemed, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating when rendering services to the Fund Accountant's Trust or its employees'to any Fund, agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by acting on any or all of them business of the Trust or of any Fund Accountant(other than services or business in connection with OKSC's obligations and duties with respect hereunder) to the performance of be rendering such services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, or acting solely for the Trust shall give or the Fund Accountant written notice and not as an officer, director, employee or agent or one under the control or direction of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted OKSC even though paid by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyOKSC.

Standard of Care; Reliance on Records and Instructions; Indemnification. The duties of Fund Accountant shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Fund Accountant hereunder. The Fund Accountant shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken error of judgment or omitted by the Fund Accountant mistake of law or for any loss arising out of any investment or for any act or omission in the absence of bad faithcarrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard by it of its obligations and dutiesduties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. The (As used in this Section 7, the term "Fund Accountant" shall include officers and directors of, and persons who control, Fund Accountant as well as Fund Accountant itself.) So long as Fund Accountant acts in good faith and with due diligence and without negligence, the Trust agrees to assumes full responsibility and shall indemnify Fund Accountant and hold it harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all actions, suits and claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other disbursements, payments, expenses and liabilities (including reasonable expenses of every nature and character investigation expenses) arising directly or indirectly out of or in any way relating administration, transfer agency, and dividend disbursing relationships to the Fund Accountant's actions taken Trust or nonactions with respect any other service rendered to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountanthereunder. The Fund Accountant agrees to indemnify and hold harmless the TrustCompany, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands suits and claims, whether groundless or otherwise, and from and against any and all judgmentsjudgements, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be . The indemnity and defense provisions set forth herein shall indefinitely survive the subject termination of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyAgreement.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Company for any action taken or omitted by the Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Fund agrees to indemnify and hold harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant by a duly authorized representative of the TrustCompany; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, with respect to the performance of services under this Agreement; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust Company written notice of and reasonable opportunity to defend against said claim claims in its own name or in the name of the Fund Accountant. The In no event shall Fund Accountant confess any claims against it which may be the subject of this indemnification without the prior written consent of the Company. Fund Accountant agrees to indemnify and hold harmless the TrustCompany, its employees, agents, Trusteestrustees, officers and nominees from and against any and all actionsclaims, demands, actions and suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be and further provided that the subject of this indemnification, the Trust Company shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be meritedCompany. In order that no event shall the indemnification provisions contained herein shall apply, however, Company confess any claims against it is understood that if in any case the indemnifying party which may be asked to indemnify or hold the other party harmless, subject of this indemnification without the indemnifying party shall be fully and promptly advised prior written consent of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyFund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the Trust; , provided that this indemnification shall not apply to actions or omissions of the Fund Accountant BISYS in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. For purposes of this Agreement, actions or omissions by any BISYS Entity or its employees, agents, directors, officers or nominees made in cases of their own bad faith, willful misfeasance, negligence any capacity shall be deemed to be actions or reckless disregard omissions by any BISYS. Any actions or all of them omissions by a person who is both an officer or employee of the Fund AccountantTrust and an officer or employee of any BISYS Entity shall be deemed to have been committed solely in such person's obligations capacity as an officer or employee of such BISYS Entity. The Trust's agreement to indemnify BISYS, its partners and dutiesemployees and any such controlling person, and further provided that prior to confessing any claim against it which may be the subject of this indemnificationas aforesaid, the Fund Accountant shall give is expressly conditioned upon the Trust written notice being notified of and reasonable opportunity any action brought against BISYS, its partners or employees, or any such controlling person, such notification to defend against said claim be given in its own name accordance with Section 22 hereof within 10 days after the summons or in the name of the Fund Accountantother first legal process shall have been served. The Fund Accountant agrees failure to indemnify and hold harmless so notify the Trust, its employees, agents, Trustees, officers and nominees Trust of any such action shall not relieve the Trust from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating liability which the Trust may have to the Fund Accountant's person against whom such action is brought by reason of any such untrue, or its employees'allegedly untrue, agents'statement or omission, directors'or alleged omission, officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties otherwise than with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trustincremental liabilities resulting from such failure. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party Trust will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the indemnifying party Trust and satisfactory to the other partyapproved by BISYS, whose which approval shall not be unreasonably withheld. In the event that the indemnifying party Trust elects to assume the defense of any such suit and retain counselcounsel of good standing approved by BISYS, the indemnified party defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by it. If any of them; but in case the indemnifying party Trust does not elect to assume the defense of a any such suit, it or in case BISYS reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse BISYS, its partners and employees, or the indemnified party controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the other partyBISYS or them.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Fund Accountant for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust BISYS agrees to indemnify and hold harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against all claims, actions, demands and suits, whether groundless or otherwise, from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every natures and character arising out of any action taken or omitted by BISYS in bad faith, or with willful misfeasance, negligence or reckless disregard of its obligations or duties under this Agreement. Fund Accountant agrees to indemnify and hold harmless BISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantBISYS's actions taken or nonactions with respect to the performance of services under this Agreement with respect to the Funds or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund the Funds given or made to the Fund Accountant BISYS by a duly authorized representative of the TrustFund Accountant; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the BISYS shall give Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyBISYS.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character (collectively, "Losses") arising out of or in any way relating to the Fund AccountantBISYS's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the TrustTrust or the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or BISYS, its employees, agents, directors, officers or and nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund AccountantBISYS's obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Fund AccountantBISYS. The Fund Accountant BISYS agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character Losses arising out of or in any way relating to the Fund AccountantBISYS's or its employees', agents', directors', officers' or and nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund AccountantBISYS's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant BISYS written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions provision contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant Sub-Administrator shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Administrator or the Trust for any action taken or omitted by the Fund Accountant Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Administrator agrees to indemnify and hold harmless the Sub-Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits (collectively "Claims"), whether groundless or otherwise, and from and against any and all judgements, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character (collectively, "Losses") arising out of or in any way relating to the Sub-Administrator's actions taken or inactions with respect to the performance of services under this Agreement with respect to a Fund Accountantor based upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to the Sub-Administrator by a duly authorized representative of the Administrator, unless such Claims and Losses result from the bad faith, willful misfeasance, negligence or from the reckless disregard of the Sub-Administrator of its obligations and duties. The Sub-Administrator agrees to indemnity and hold harmless the Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgmentsjudgements, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Company for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Company agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to BISYS by the Fund Accountant by a duly authorized representative Company or an investment adviser of the TrustCompany and on any records provided by any fund accountant or custodian thereof; provided provided, however, that BISYS shall not be protected in relying on any information, records, instructions or requests given, made or prepared by BISYS or any affiliate of BISYS or any officer of the Company that is an officer or employee of BISYS or any affiliate of BISYS; and provided, further, that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust Company written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of BISYS. Notwithstanding the Fund Accountant. The Fund Accountant foregoing, BISYS agrees to indemnify and hold harmless the TrustCompany, its employees, agents, Trusteesdirectors, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantBISYS's or its employees', agents', directors', officers' or nominees' bad faith, willful malfeasance or misfeasance, negligence negligence, or reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so electsacknowledges its responsibility to indemnify the other party, it may elect to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other indemnified party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant TOGSC shall use its best efforts to ensure the accuracy of all services performed under this Agreement. TOGSC agrees to indemnify and hold harmless the Trust, but its Trustees, officers, agents and nominees from and against all claims, actions, demands, suits, whether groundless or otherwise, from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of TOGSC's actions or nonactions with respect to performance under this Agreement provided that this indemnification shall not be liable apply to the Trust for any action taken actions or omitted by the Fund Accountant omissions of TOGSC in the absence cases of its bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Fund agrees to indemnify and hold harmless the Fund AccountantTOGSC, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantTOGSC's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on written information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant TOGSC by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees TOGSC in cases of their its own bad faith, willful wilful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant TOGSC shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyTOGSC.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund AccountantBISYS. The Fund Accountant BISYS agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantBISYS's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant BISYS written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant (a) BFS and BQPS shall use its their best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Fund for any action taken or omitted by the Fund Accountant them in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it them of its their obligations and duties. The Trust BFS and BQPS each agrees to indemnify and hold harmless the Fund Accountantand its employees, agents, trustees, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (i) arising out of the indemnifying party's bad faith, willful misfeasance, negligence or reckless disregard of its obligations and duties hereunder; (ii) arising out of any breach by the indemnifying party of a material provision of this Agreement; (iii) arising out of any breach by the indemnifying party of any representation, warranty or covenant made in this Agreement; or (iv) based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to the Fund by the indemnifying party; provided that this indemnification shall not apply to actions or omissions of the Fund and its employees, agents, trustees, officers and nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by them of their obligations and duties; and further provided that, prior to confessing any claim against it which may be the subject of this indemnification, the Fund shall give each of BFS and BQPS written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund. (b) The Fund agrees to indemnify and hold harmless BFS, BQPS and their employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character (i) arising out of the Fund's bad faith, willful misfeasance, negligence or in reckless disregard of its obligations and duties hereunder; (ii) arising out of any way relating to breach by the Fund Accountant's actions taken of a material provision of this Agreement; (iii) arising out of any breach by the Fund of any representation, warranty or nonactions with respect to the performance of services under covenant made in this Agreement Agreement; or (iv) based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BFS and/or BQPS by a duly authorized representative or on behalf of the TrustFund; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant BFS or its BQPS and their employees, agents, directors, officers or and nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's their obligations and duties, ; and further provided that prior to confessing any claim against it them which may be the subject of this indemnification, the Fund Accountant BFS and/or BQPS shall give the Trust Fund written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyBFS and/or BQPS.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Fund agrees to indemnify and hold harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. For purposes of this Agreement, actions or omissions by any BISYS Entity or its employees, agents, directors, officers or nominees made in cases of their own bad faith, willful misfeasance, negligence any capacity shall be deemed to be actions or reckless disregard omissions by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. Any actions or omissions by a person who is both an officer or employee of the Trust and an officer or employee of any BISYS Entity shall be deemed to have been committed solely in such person's capacity as an officer or employee of such BISYS Entity. The Fund Accountant agrees Trust's agreement to indemnify and hold harmless the TrustFund Accountant, its partners and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Fund Accountant, its partners or employees, agentsor any such controlling person, Trustees, officers and nominees such notification to be given in accordance with Section 19 hereof within 10 days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating liability which the Trust may have to the Fund Accountant's person against whom such action is brought by reason of any such untrue, or its employees'allegedly untrue, agents'statement or omission, directors'or alleged omission, officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties otherwise than with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trustincremental liabilities resulting from such failure. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party Trust will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the indemnifying party Trust and satisfactory to the other partyapproved by Fund Accountant, whose which approval shall not be unreasonably withheld. In the event that the indemnifying party Trust elects to assume the defense of any such suit and retain counselcounsel of good standing approved by Fund Accountant, the indemnified party defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by it. If any of them; but in case the indemnifying party Trust does not elect to assume the defense of a any such suit, it or in case Fund Accountant reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse Fund Accountant, its partners and employees, or the indemnified party controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the other partyFund Accountant or them.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant Sub-Administrator shall use its best reasonable efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Administrator or the trust for any action taken or omitted by the Fund Accountant Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Administrator agrees to indemnify and hold harmless the Sub-Administrator, its affiliates, employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgements, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to the Sub-Administrator's actions taken or non-actions with respect to the performance of services under this Agreement with respect to a Fund Accountantor based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to the Sub-Administrator by the Administrator; provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Sub-Administrator shall give the Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Sub-Administrator. The Sub-Administrator agrees to indemnify and hold harmless the Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgmentsjudgements, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's actions taken bad faith, willful misfeasance, negligence or nonactions from reckless disregard by it of its obligations and duties, with respect to the performance of services under this Agreement or basedAgreement, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant Sub-Administrator shall give the Trust Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partySub-Administrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Sub-Accountant shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to Winsbury or the Trust for any action taken or omitted by the Fund Sub-Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Winsbury agrees to indemnify and hold harmless the Fund Sub-Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Sub- Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to a Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Sub-Accountant by a duly authorized representative of the TrustWinsbury; provided that this indemnification shall not apply to actions or omissions of the Fund Sub-Accountant or its employees, agents, directors, officers or nominees in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Sub-Accountant shall give the Trust Winsbury written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Sub-Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and dutiesduties hereunder. The Trust agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, directors and officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties nonactions with respect to the performance of services under this AgreementAgreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to BISYS by a duly authorized representative of the Trust, provided that this indemnification shall not apply to actions or omissions of BISYS in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; provided, that, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Trust BISYS shall give the Fund Accountant Trust written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of BISYS. Any person, even though also an officer, director, employee or agent of BISYS who may be or become an officer, Trustee, employee or agent of the Trust. The rights hereunder , shall include be deemed, when rendering services to the right Trust or to reasonable advances any Fund, or acting on any business of defense expenses in the event Trust or of any pending Fund (other than services or threatened litigation business in connection with respect BISYS' duties hereunder) to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked rendering such services to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party acting solely for the reasonable fees Trust or the Fund and expenses not as an officer, director, employee or agent or one under the control or direction of any counsel retained BISYS even though paid by the other partyBISYS.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Company for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Fund agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantBISYS's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the TrustCompany; provided provided, however, that BISYS shall not be protected in relying on any information, records, instructions or requests given or made to or prepared by BISYS or any affiliate of BISYS or any officer of the Company that is an officer or employee of BISYS or any affiliate of BISYS; and provided, further, that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS. Notwithstanding the Fund Accountant. The Fund Accountant foregoing, BISYS agrees to indemnify and hold harmless the TrustCompany, its employees, agents, Trusteesdirectors, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantBISYS's or its employees', agents', directors', officers' or nominees' bad faith, willful malfeasance or misfeasance, negligence negligence, or reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so electsacknowledges its responsibility to indemnify the other party, it may elect to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other indemnified party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Company for any action taken or omitted by the Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust A Fund agrees to indemnify and hold harmless the Fund Accountant, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a such Fund given or made to the Fund Accountant by a duly authorized representative of the TrustCompany; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant shall give the Trust Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the TrustCompany, its employees, agents, TrusteesDirectors, officers and nominees from and against any and all actions, suits, demands suits and claims, whether groundless or otherwise, and from and against any and all judgmentsjudgements, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties duties, with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust Company shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyCompany.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties. BISYS shall not settle or make any compromise of any claim, demand, action or suit to which it may seek indemnity pursuant to this Section (each, an "Indemnifiable Claim") without the express written consent of the Trust. BISYS shall notify the Trust within 15 days of receipt of notification of an Indemnifiable Claim, provided that the failure by BISYS to furnish such notification shall not impair its right to seek indemnification from the Trust unless the Trust's ability to adequately defend the Indemnifiable Claim is impaired as a result of such failure, and further provided, that if as a result of BISYS' failure to provide the Trust with timely notice of the institution of litigation a judgment by default is entered, prior to seeking indemnification from the Trust BISYS, at its own cost and expense, shall open such judgment. The Trust shall have the right to defend any Indemnifiable Claim at its own expense, provided that prior to confessing any claim against it which may such defense shall be the subject of this indemnification, the Fund Accountant shall give conducted by counsel selected by the Trust written notice of and reasonable opportunity reasonably acceptable to BISYS. BISYS may join in such defense at its own expense, but to the extent that it shall so desire the Trust shall direct such defense. If the Trust shall fail or refuse to defend against said claim in an Indemnifiable Claim, BISYS may provide its own name or in defense at the name cost and expense of the Fund AccountantTrust. The Fund Accountant agrees to BISYS shall indemnify and exonerate, save and hold the Trust harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, claims (whether groundless with or otherwise, and from and against any and all judgments, liabilitieswithout basis in fact or law), losses, damages, costs, charges, reasonable counsel fees fees, payments, expenses and other expenses of every nature and character liability arising out of or in attributable to any way relating action or failure or omission to the Fund Accountant's or its employees', agents', directors', officers' or nomineesact by BISYS as a result of BISYS' bad faith, negligence, willful misfeasance, negligence misfeasance or reckless disregard by any or all of them of the Fund Accountant's its obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to Old Kent or the Trust Company for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Old Kent agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant BISYS by a duly authorized representative of the TrustCompany or Old Kent; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust Old Kent written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS. Any person, even though also an officer, director, employee or agent of BISYS who may be or become an officer, Trustee, employee or agent of the Company, shall be deemed, when rendering services to the Company or to any Fund, or acting on any business of the Company or of any Fund (other than services or business in connection with BISYS' duties hereunder) to be rendering such services to or acting solely for the Company or the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless not as an officer, director, employee or agent or one under the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless control or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses direction of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard BISYS even though paid by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyBISYS.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant SubAdministrator shall use its best reasonable efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Administrator or the Trust for any action taken or omitted by the Fund Accountant Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Administrator agrees to indemnify and hold harmless the Sub-Administrator, its affiliates, employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Sub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to a Fund Accountantor based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to the Sub-Administrator by the Administrator; provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Sub-Administrator shall give the Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Sub-Administrator. The Sub-Administrator agrees to indemnify and hold harmless the Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's actions taken bad faith, willful misfeasance, negligence or nonactions from reckless disregard by it of its obligations and duties, with respect to the performance of services under this Agreement or basedAgreement, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant Administrator shall give the Trust Sub-Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyAdministrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant Sub- Administrator shall use its best reasonable efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Administrator or the Trust for any action taken or omitted by the Fund Accountant Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Administrator agrees to indemnify and hold harmless the Sub-Administrator, its affiliates, employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Sub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to a Fund Accountantor based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to the Sub-Administrator by the Administrator; provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Sub-Administrator shall give the Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Sub-Administrator. The Sub-Administrator agrees to indemnify and hold harmless the Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund AccountantSub-Administrator's actions taken bad faith, willful misfeasance, negligence or nonactions from reckless disregard by it of its obligations and duties, with respect to the performance of services under this Agreement or basedAgreement, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to the Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees in cases of their own bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant Administrator shall give the Trust Sub-Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Fund Accountant. The Fund Accountant agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund Accountant's or its employees', agents', directors', officers' or nominees' bad faith, willful misfeasance, negligence or reckless disregard by any or all of them of the Fund Accountant's obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other partyAdministrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. The Fund Accountant BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust Company for any action taken or omitted by the Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust Company agrees to indemnify and hold harmless the Fund AccountantBISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other reasonable expenses of every nature and character arising out of or in any way relating to the Fund Accountant's BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to a Fund given or made to BISYS by the Fund Accountant Company, the investment adviser and on any records provided by a duly authorized representative any fund accountant (other than BISYS) or custodian thereof; provided, however, that BISYS shall not be protected in relying on any information, records, instructions or requests given or made to or prepared by BISYS or any affiliate of BISYS or any officer of the TrustCompany that is an officer or employee of BISYS or any affiliate of BISYS; provided and provided, further, that this indemnification shall not apply to actions or omissions of the Fund Accountant or its employees, agents, directors, officers or nominees BISYS in cases of their its own bad faith, willful misfeasance, negligence or from reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties, ; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Fund Accountant BISYS shall give the Trust Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS. Notwithstanding the Fund Accountant. The Fund Accountant foregoing, BISYS agrees to indemnify and hold harmless the TrustCompany, its employees, agents, Trusteesdirectors, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Fund AccountantBISYS's or its employees', agents', directors', officers' or nominees' bad faith, willful malfeasance or misfeasance, negligence negligence, or reckless disregard by any or all it of them of the Fund Accountant's its obligations and duties with respect to the performance of services under this Agreement; provided, that, prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give the Fund Accountant written notice of and a reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so electsacknowledges its responsibility to indemnify the other party, it may elect to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other indemnified party.