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

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund agrees to indemnify and hold harmless 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to 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 such Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliates; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Fund for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A The Fund agrees to indemnify and hold harmless Fund Accountant, its employees, agents, directorstrustees, 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 expenses of every nature and character arising out of or in any way relating to Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such the Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such the Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesFund; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company Fund written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund The Trust agrees to indemnify and hold harmless 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to 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 such Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesTrust; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund The Company agrees to indemnify and hold harmless 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 Fund Accountant's ’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 such Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesCompany; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund The Company agrees to indemnify and hold harmless 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 expenses of every nature and character arising out of or in any way relating to 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 such Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesCompany; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund agrees to indemnify and hold harmless 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to 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 such Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesTrust; provided that this indemnification shall not apply to actions or omissions of Fund Accountant (including actions or omissions by its employees, agents, directors, officers or nominees) 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, Fund Accountant shall give the Company Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant The Administrator shall not be liable to the Trust or the Sub- Administrator with respect to services to be provided by the Sub-Administrator hereunder nor for any breach by the Sub-Administrator of any of the terms and conditions hereunder. The Sub-Administrator shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by Fund Accountant the Sub- Administrator in the absence of bad faith, willful misfeasance, negligence or from a reckless disregard by it of its obligations and duties. A Fund The Administrator agrees to indemnify and hold harmless Fund Accountantthe Sub-Administrator, its employees, agents, directors, officers and nominees from and against any and all claimsliabilities or expenses, demandsincluding but not limited to attorney fees, in connection with any claims or regulatory actions and suits, whether groundless or otherwise, and 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 or in any way relating to 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, based upon reasonable reliance on information, records, instructions written information or requests records with respect to such a Fund given or made to Fund Accountant the Sub- Administrator by a duly authorized representative of the Company other than a representative who is also an affiliated person of Administrator, Fund Accountant Accountant, or its affiliatesDistributor; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant the Sub- Administrator shall give the Company Administrator written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountantthe Sub-Administrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund The Company agrees to indemnify and hold harmless 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to 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 such Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesCompany; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant The Sub-Administrator shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company SEI or Expedition for any action taken or omitted by Fund Accountant the Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund SEI agrees to indemnify and hold harmless Fund Accountantthe Sub-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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountantthe Sub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund a Portfolio or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund Portfolio given or made to Fund Accountant the Sub-Administrator by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesSEI; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant the Sub-Administrator shall give the Company SEI written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountantthe Sub-Administrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant The Sub-Administrator shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company SEI or CNI for any action taken or omitted by Fund Accountant the Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund SEI agrees to indemnify and hold harmless Fund Accountantthe Sub-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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountantthe Sub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund a Portfolio or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund Portfolio given or made to Fund Accountant the Sub-Administrator by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesSEI; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant the Sub-Administrator shall give the Company SEI written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountantthe Sub-Administrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund agrees to indemnify and hold harmless 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to 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 such Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesTrust; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. BISYS Fund Accountant Services shall use its best efforts to insure ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by BISYS Fund Accountant Services in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund agrees to indemnify and hold harmless BISYS Fund AccountantServices, 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS Fund Accountant's Services' 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 such Fund given or made to BISYS Fund Accountant Services by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesTrust; provided that this indemnification shall not apply to actions or omissions of BISYS Fund Accountant Services 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, BISYS Fund Accountant Services shall give the Company Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS Fund AccountantServices.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant The Sub-Administrator shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company SEI or HighMark for any action taken or omitted by Fund Accountant the Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund SEI agrees to indemnify and hold harmless Fund Accountantthe Sub-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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountantthe Sub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such a Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to Fund Accountant the Sub-Administrator by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesSEI; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant the Sub- Administrator shall give the Company SEI written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountantthe Sub-Administrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant Citizens Advisers shall use its best efforts to insure ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by Fund Accountant Citizens Advisers in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund The Trust agrees to indemnify and hold harmless Fund AccountantCitizens Advisers, 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountant's Citizens Advisers' 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 such Fund given or made to Citizens Advisers by the Trust, the investment adviser and on any records provided by any Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant accountant or its affiliatescustodian thereof; provided that this indemnification shall not apply to actions or omissions of Fund Accountant Citizens Advisers 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, Fund Accountant Citizens Advisers shall give the Company Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund AccountantCitizens Advisers.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant The Sub-Administrator shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to SEI or the Company Trust for any action taken or omitted by Fund Accountant the Sub-Administrator in the absence of bad faith, willful misfeasance, gross negligence or from reckless disregard by it of its obligations and duties. A Fund SEI agrees to indemnify and hold harmless Fund Accountantthe Sub-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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountantthe Sub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund a Portfolio or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund Portfolio given or made to Fund Accountant the Sub-Administrator by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesSEI; provided that this indemnification shall not apply to actions or omissions of Fund Accountant the Sub-Administrator in cases of its own bad faith, willful misfeasance, gross 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, Fund Accountant the Sub-Administrator shall give the Company SEI written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountantthe Sub-Administrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant BISYS shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Trust for any action taken or omitted by Fund Accountant BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of with respect to its obligations and duties. A Fund agrees to indemnify and hold harmless 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountant's BISYS' 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 such Fund given or made to Fund Accountant BISYS by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesTrust; provided provided, that this indemnification shall not apply to actions or omissions of Fund Accountant BISYS in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties, ; and further provided provided, that prior to confessing any claim against it BISYS which may be the subject of this indemnification, Fund Accountant BISYS shall give the Company written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.Trust written

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Fund for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A The Fund agrees to indemnify and hold harmless 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountant's ’s actions taken or nonactions with respect to the performance of services under this Agreement with respect to such the Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such the Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesFund; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company Fund written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant The Sub-Administrator shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company SEI or HighMark for any action taken or omitted by Fund Accountant the Sub-Administrator in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund SEI agrees to indemnify and hold harmless Fund Accountantthe Sub-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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountantthe Sub-Administrator's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such a Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to Fund Accountant the Sub-Administrator by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesSEI; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant the Sub-Administrator shall give the Company SEI written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountantthe Sub-Administrator.

Standard of Care; Reliance on Records and Instructions; Indemnification. Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Company Fund for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A The Fund agrees to indemnify and hold harmless 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, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such the Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such the Fund given or made to Fund Accountant by a duly authorized representative of the Company other than a representative who is also an affiliated person of Fund Accountant or its affiliatesFund; provided that this indemnification shall not apply to actions or omissions of Fund Accountant 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, Fund Accountant shall give the Company Fund written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.notice