Common use of Warranties Disclaimers Clause in Contracts

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("SAI") relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 Index that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the SAI to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (d) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (f) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (g) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder. (h) Use of any marks by Licensee or the Fund in connection with the Fund (including in the name of the Fund) which are not the S&P Marks is at Licensee's sole risk. (i) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("SAI") relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 MidCap 400 Index that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the and SAI thereof to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 MidCap 400 Index to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 MidCap 400 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 MidCap 400 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 MidCap 400 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (dc) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (fe) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (gf) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c9(b), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder. (hg) Use of any marks by Licensee or the Fund in connection with the Fund its Product (including in the name of the Fundsuch Product) which are not the S&P Marks is at Licensee's sole risk. (ih) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("SAI") relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 Index that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the SAI to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P -------------------------------------------------------------------------------- [fund] -- 7 -- without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (d) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (f) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (g) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder.. -------------------------------------------------------------------------------- [fund] -- 8 -- (h) Use of any marks by Licensee or the Fund in connection with the Fund (including in the name of the Fund) which are not the S&P Marks is at Licensee's sole risk. (i) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 SmallCap 600 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 SmallCap 600 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 SmallCap 600 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("“SAI"”) relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 SmallCap 600 Index that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the SAI SAI, to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's’s, a division of The XxXxxx-Xxxx Companies, Inc. ("“S&P"”). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 SmallCap 600 Index to track general stock market performance. S&P's ’s only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 SmallCap 600 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 SmallCap 600 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 SMALL 600 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (d) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (f) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (g) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder. (h) Use of any marks by Licensee or the Fund in connection with the Fund its Product (including in the name of the Fundsuch Product) which are not the S&P Marks is at Licensee's ’s sole risk. (i) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("SAI") relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 100 Index that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the SAI SAI, to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. ("S&P"). S&P makes no representation or warrantyox xxxxxxxx, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 100 Index to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 100 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 100 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 100 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 100 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (dc) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (fe) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (gf) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c9(b), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder. (hg) Use of any marks by Licensee or the Fund in connection with the Fund its Product (including in the name of the Fundsuch Product) which are not the S&P Marks is at Licensee's sole risk. (ih) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("SAI") relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 Index Indices that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the and SAI thereof to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxxMcGrxx-Xxxx CompaniesXxxpanies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the the S&P 500 Composite Stock Price Index, the S&P 500/BARRA Value Index, and the S&P SmallCap 600/BARRA Value Index to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the the S&P 500 Composite Stock Price Index, the S&P 500/BARRA Value Index, and the S&P SmallCap 600/BARRA Value Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 Composite Stock Price Index, the S&P 500/BARRA Value Index, and the S&P SmallCap 600/BARRA Value Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 COMPOSITE STOCK PRICE INDEX, THE S&P 500/BARRA VALUE INDEX, AND THE S&P SMALLCAP 600/BARRA VALUE INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 COMPOSITE STOCK PRICE INDEX, THE S&P 500/BARRA VALUE INDEX, AND THE S&P SMALLCAP 600/BARRA VALUE INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 COMPOSITE STOCK PRICE INDEX, THE S&P 500/BARRA VALUE INDEX, AND THE S&P SMALLCAP 600/BARRA VALUE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (d) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (f) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (g) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder. (h) Use of any marks by Licensee or the Fund in connection with the Fund (including in the name of the Fund) which are not the S&P Marks is at Licensee's sole risk. (i) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion direction of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("SAI") relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 Index that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the SAI to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. ("S&PS&X"). S&P X&X makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 Index to track trace general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF OR SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (d) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (f) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (g) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c), 9((C) in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to the S&P hereunderhereunder and except with respect to Licensee's indemnification obligations to S&P Subsection 10(a), in no event shall the cumulative liability of Licensee to S&P under this Agreement exceed two hundred fifty thousand dollars ($250,000). (h) Use of any marks by Licensee or the Fund in connection with the Fund its Product (including in the name of the Fundsuch Product) which are not the S&P Marks is at Licensee's sole risk. (i) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("“SAI"”) relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 Index that conforms to the notice in Subsection subsection 7(b), including a cross reference to the SAI disclosure. , Licensee shall furnish a copy of the prospectus and, if applicable, the SAI to S&P: Barclays Global Investors Mutual Fund Master/Feeder 500 The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's’s, a division of The XxXxxx-Xxxx Companies, Inc. ("“S&P"”). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's ’s only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH Barclays Global Investors Mutual Fund Master/Feeder 500 RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (d) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (f) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (g) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder.. Barclays Global Investors Mutual Fund Master/Feeder 500 (h) Use of any marks by Licensee or the Fund in connection with the Fund its Product (including in the name of the Fundsuch Product) which are not the S&P Marks is at Licensee's ’s sole risk. (i) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("SAI") relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 Index that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the and SAI thereof to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (dc) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to S&P that the Product shall at all times substantially comply with the description in Exhibit A. (fe) Licensee represents and warrants to S&P that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (gf) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c9(b), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder. (hg) Use of any marks by Licensee or the Fund in connection with the Fund its Product (including in the name of the Fundsuch Product) which are not the S&P Marks is at Licensee's sole risk. (ih) The provisions of this Section 9 shall survive any termination of this Agreement.