Common use of Duty of Care and Indemnification Clause in Contracts

Duty of Care and Indemnification. You will at all times act in good faith in performing your duties hereunder. You will not be liable or responsible for delays or errors by reason of circumstances beyond your control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund may be asked to indemnify you or hold you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and you will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from your the result of CMISC’s bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund a Trust may be asked to indemnify you or hold you harmlessharmless CMISC, CMISC shall advise the Fund shall be advised Trust of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will CMISC shall use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CFS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CFS may apply to counsel for the Trust, at the Trust's expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CFS against and hold you CFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CFS's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCFS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CISC will at all times use reasonable care, due diligence and act in good faith in performing your its duties hereunder. You CISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The CISC may rely on certifications of those individuals designated as authorized persons to give instructions to CISC as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to CISC, CISC may apply to counsel for the Trust, or counsel for SSI or the Fund's investment adviser, at the Fund's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for SSI or the Fund's investment adviser, the Fund will indemnify you and hold harmless CSC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). SSI will indemnify CISC against and hold you CISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your CISC's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of the Fund hereunderunder this Agreement. In addition, the Fund will 10 CISC shall indemnify you SSI against and hold you SSI harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit as resulting from CISC's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Sub-Transfer Agent Agreement, "lack of due diligence" shall mean the processing by CISC of a result of your acting Fund share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice of SSI approved by Fund Trustees, (2) insurance coverages, or (3) generally accepted industry practices of mutual fund agents. CISC shall also be indemnified and held harmless by SSI against any instructions loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by you it (a) to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute such instrument or certificate. In addition, SSI will indemnify and hold CISC harmless against any loss, claim, damage, liability and expense (including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of the same (unless contributed negligence of the Fund, Trust SRF or SSI, or as a result of CISC's acting upon any instructions reasonably believed by CISC to have been executed or orally communicated by your gross negligence a duly authorized officer or bad faith)employee of the Fund, Trust SRF or SSI, or as a result of acting in reliance upon written or oral advice reasonably believed by CISC to have been given by counsel for the Fund, Trust SRF or SSI. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the Fund. The Fund shall have the option other reasonable opportunity to defend you against any said claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fundeither party's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officername.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 26 hereof. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel advice whenever it deems it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from your the result of CMISC’s bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund a Trust may be asked to indemnify you or hold you harmlessharmless CMISC, CMISC shall advise the Fund shall be advised Trust of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will CMISC shall use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMS may apply to counsel for the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CMS against and hold you CMS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMS’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CFS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust. CFS may apply to counsel for a Trust, at the Trust's expense, or to its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trusts will indemnify CFS against and hold you CFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CFS's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrusts under this Agreement. In additionCFS shall also be indemnified and held harmless by the Trusts against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMS may apply to counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). Each Trust will indemnify CMS against and hold you CMS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMS’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMS shall also be indemnified and held harmless by each Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMS may apply to counsel for a Trust, at the Trust's expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). Each Trust will indemnify CMS against and hold you CMS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMS's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMS shall also be indemnified and held harmless by each Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 26 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel advice whenever it deems it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. The Fund Trust will indemnify you CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from arising out of or in connection with any material breach by the Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from your the result of CMISC’s bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund a Trust may be asked to indemnify you or hold you harmlessharmless CMISC, CMISC shall advise the Fund shall be advised Trust of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will CMISC shall use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You will at all times act in good faith in performing your duties hereunder. You will not be liable or responsible for delays or errors by reason of circumstances beyond your control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund Trust will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund Trust hereunder. In addition, the Fund Trust will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund Trust or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the FundTrust, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund Trust may be asked to indemnify you or hold you harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and you will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund Trust so elects such defense shall be conducted by counsel chosen by the Fund Trust and satisfactory to you and it will so notify you, and thereupon the Fund Trust shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify you except with the FundTrust's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund Trust shall no longer be vested with authority to sign for the FundTrust, written notice thereof shall forthwith be given to you by the Fund Trust and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund Trust in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CFS will at all times use reasonable care, due diligence and act in good faith in performing your its duties hereunder. You CFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CFS may rely on certifications of those individuals designated as authorized persons to give instructions to CFS as to proceedings or facts in connection with any action taken by the shareholders of a Trust or Trustees of a Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to CFS, CFS may apply to counsel for the relevant Trust, or counsel for CMA, at the Trust's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for CMA, the Trust will indemnify you and hold harmless CFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). Each Trust will indemnify CFS against and hold you CFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your CFS's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of the Fund hereunderunder this Agreement. In addition, the Fund will CFS shall indemnify you each Trust against and hold you each Trust harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit as resulting from CFS's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Transfer Agent Agreement, "lack of due diligence" shall mean the processing by CFS of a result of your acting Trust share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice approved by the Trust's Trustees, (2) insurance coverages, or (3) generally accepted industry practices of mutual fund agents. CFS shall also be indemnified and held harmless by each Trust against any instructions loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by you it (a) to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute such instrument or certificate. In addition, each Trust will indemnify and hold CFS harmless against any loss, claim, damage, liability and expense (including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of the same (unless contributed negligence of the the Trust or CMA as a result of CFS's acting upon any instructions reasonably believed by CFS to have been executed or orally communicated by your gross negligence a duly authorized officer or bad faith)employee of the Trust or CMA as a result of acting in reliance upon written or oral advice reasonably believed by CFS to have been given by counsel for the Trust or CMA. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the Fund. The Fund shall have the option other reasonable opportunity to defend you against any said claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fundeither party's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officername.

Duty of Care and Indemnification. You CMS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMS may apply to counsel for the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems expedient. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CMS against and hold you CMS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMS’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute such instrument or certificate. CMS shall indemnify the same Trust against and hold the Trust harmless from any and all losses, claims, damages, liabilities and expenses (unless contributed to by your gross including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit resulting from CMS’s bad faith or negligence and arising out of, or bad faith)in connection with, its duties on behalf of the Trust under this Agreement. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMSI will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMSI will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMSI may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Company as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Company, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Company. CMSI may apply to counsel for the Company, at the Company’s expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Company, the Company will indemnify you and hold harmless CMSI from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Company will indemnify CMSI against and hold you CMSI harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMSI’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderCompany under this Agreement. In additionCMSI shall also be indemnified and held harmless by the Company against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You LFS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You LFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. LFS may apply to counsel for the Trust, at the Trust's expense, or to its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify LFS against and hold you LFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your LFS's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionLFS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You LFS will at all times use reasonable care, due diligence and act in good faith in performing your its duties hereunder. You LFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The LFS may rely on certifications of those individuals designated as authorized persons to give instructions to LFS as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to LFS, LFS may apply to counsel for the Trust, or counsel for SRF, at the Fund's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for SRF, the Trust will indemnify you and hold harmless LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify LFS against and hold you LFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your LFS's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of under this Agreement. LFS shall indemnify the Fund hereunder. In addition, the Fund will indemnify you Trust against and hold you the Trust harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit as resulting from LFS's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Transfer Agent Agreement, "lack of due diligence" shall mean the processing by LFS of a result of your acting Fund share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice approved by the Trust's Trustees, (2) insurance coverage's, or (3) generally accepted industry practices of mutual fund agents. LFS shall also be indemnified and held harmless by the Trust against any instructions loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by you it (a) to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute such instrument or certificate. In addition, the same Trust will indemnify and hold LFS harmless against any loss, claim, damage, liability and expense (unless contributed including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of the negligence of the Fund, the Trust or SRF as a result of LFS's acting upon any instructions reasonably believed by LFS to have been executed or orally communicated by your gross negligence a duly authorized officer or bad faith)employee of the Fund, Trust or SRF as a result of acting in reliance upon written or oral advice reasonably believed by LFS to have been given by counsel for the Fund, Trust or SRF. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the Fund. The Fund shall have the option other reasonable opportunity to defend you against any said claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fundeither party's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officername.

Duty of Care and Indemnification. You CMS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMS may apply to counsel for the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CMS against and hold you CMS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMS’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for Class Y shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to paragraph 27 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMISC may seek from counsel for the Trust, at the Trust’s expense, or its own counsel advice whenever it deems it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. The Fund Trust will indemnify you CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from arising out of or in connection with any material breach by the Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from your the result of CMISC’s bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund Trust may be asked to indemnify you or hold you harmlessharmless CMISC, CMISC shall advise the Fund shall be advised Trust of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will CMISC shall use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You LFS will at all times use -------------------------------- reasonable care, due diligence and act in good faith in performing your its duties hereunder. You LFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The LFS may rely on certifications of those individuals designated as authorized persons to give instructions to LFS as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to LFS, LFS may apply to counsel for the Trust, or counsel for Liberty WAM, at the Fund's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for Liberty WAM, the Trust will indemnify you and hold harmless LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify LFS against and hold you LFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your LFS's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of under this Agreement. LFS shall indemnify the Fund hereunder. In addition, the Fund will indemnify you Trust against and hold you the Trust harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit as resulting from LFS's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Transfer Agent Agreement, "lack of due diligence" shall mean the processing by LFS of a result of your acting Fund share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice approved by the Trust's Trustees, (2) insurance coverages, or (3) generally accepted industry practices of mutual fund transfer agents. LFS shall also be indemnified and held harmless by the Trust against any instructions loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by you it (a) to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute such instrument or certificate. In addition, the same Trust will indemnify and hold LFS harmless against any loss, claim, damage, liability and expense (unless contributed including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of the negligence of the Fund, the Trust or Liberty WAM as a result of LFS's acting upon any instructions reasonably believed by LFS to have been executed or orally communicated by your gross negligence a duly authorized officer or bad faith)employee of the Fund, Trust or Liberty WAM as a result of acting in reliance upon written or oral advice reasonably believed by LFS to have been given by counsel for the Fund, Trust or Liberty WAM. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the Fund. The Fund shall have the option other reasonable opportunity to defend you against any said claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fundeither party's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officername.

Duty of Care and Indemnification. You CMS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMS may apply to counsel for the Trust, at the Trust’s expense, or its own counsel, for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CMS against and hold you CMS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMS’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for Class Y shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMS may apply to counsel for the Trust, at the Trust's expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CMS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CMS against and hold you CMS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMS's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You US will at all times use reasonable care and act in good faith in performing your its duties hereunder. You US will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. LFS may apply to counsel for the Trust, at the Trust's expense, or to its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify US against and hold you US harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your LFS's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionLFS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action act done by it in good faith and in reliance upon any instrument or suit as a result of your acting in accordance with any instructions certificate for shares reasonably believed by you it (a), to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You will at all times act in good faith in performing your duties hereunder. You will not be liable or responsible for delays or errors by reason of circumstances beyond your control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown beyond your control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund Trust will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from your bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund Trust hereunder. In addition, the Fund Trust will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been given executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, Trust or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the FundTrust, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund Trust may be asked to indemnify you or hold you harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and you will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund Trust so elects such defense shall be conducted by counsel chosen by the Fund Trust and satisfactory to you and it will so notify you, and thereupon the Fund Trust shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify you except with the FundTrust's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You LFS will at all times use -------------------------------- reasonable care, due diligence and act in good faith in performing your its duties hereunder. You LFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The LFS may rely on certifications of those individuals designated as authorized persons to give instructions to LFS as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to LFS, LFS may apply to counsel for the Trust, or counsel for Liberty WAM, at the Fund's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for Liberty WAM, the Trust will indemnify you and hold harmless LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify LFS against and hold you LFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your LFS's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of under this Agreement. LFS shall indemnify the Fund hereunder. In addition, the Fund will indemnify you Trust against and hold you the Trust harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit as a result resulting from LFS's bad faith, negligence, lack of your acting in accordance with any instructions reasonably believed by you to have been executed due diligence or orally communicated by any person duly authorized by the Fund or its Principal Underwriterwillful misconduct, and arising out of, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fundconnection with, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund may be asked to indemnify you or hold you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and you will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification its duties under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer For purposes of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.this Transfer Agent

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMISC may apply to counsel for the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMISC’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMISC shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMISC may apply to counsel for the Trust, at the Trust’s expense, or its own counsel, for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMISC’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMISC shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for Class Y shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CISC will at all times use reasonable care, due diligence and act in good faith in performing your its duties hereunder. You CISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The CISC may rely on certifications of those individuals designated as authorized persons to give instructions to CISC as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to CISC, CISC may apply to counsel for the Trust, or counsel for SSI or the Fund's investment adviser, at the Fund's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for SSI or the Fund's investment adviser, the Fund will indemnify you and hold harmless CSC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). SSI will indemnify CISC against and hold you CISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your CISC's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of the Fund hereunderunder this Agreement. In addition, the Fund will CISC shall indemnify you SSI against and hold you SSI harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit as resulting from CISC's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Sub-Transfer Agent Agreement, "lack of due diligence" shall mean the processing by CISC of a result of your acting Fund share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice of SSI approved by Fund Trustees, (2) insurance coverages, or (3) generally accepted industry practices of mutual fund agents. CISC shall also be indemnified and held harmless by SSI against any instructions loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by you it (a) to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute such instrument or certificate. In addition, SSI will indemnify and hold CISC harmless against any loss, claim, damage, liability and expense (including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of the same (unless contributed negligence of the Fund, Trust SRF or SSI, or as a result of CISC's acting upon any instructions reasonably believed by CISC to have been executed or orally communicated by your gross negligence a duly authorized officer or bad faith)employee of the Fund, Trust SRF or SSI, or as a result of acting in reliance upon written or oral advice reasonably believed by CISC to have been given by counsel for the Fund, Trust SRF or SSI. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the Fund. The Fund shall have the option other reasonable opportunity to defend you against any said claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fundeither party's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officername.

Duty of Care and Indemnification. You CFS will at all times use reasonable care, due diligence and act in good faith in performing your its duties hereunder. You CFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CFS may rely on certifications of those individuals designated as authorized persons to give instructions to CFS as to proceedings or facts in connection with any action taken by the shareholders of a Trust or Trustees of a Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to CFS, CFS may apply to counsel for the relevant Trust, or counsel for CMA, at the Trust's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for CMA, the Trust will indemnify you and hold harmless CFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). Each Trust will indemnify CFS against and hold you CFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your CFS's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of the Fund hereunderunder this Agreement. In addition, the Fund will CFS shall indemnify you each Trust against and hold you each Trust harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit as resulting from CFS's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Transfer Agent Agreement, "lack of due diligence" shall mean the processing by CFS of a result of your acting Trust share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice approved by the Trust's Trustees, (2) insurance coverages, or (3) generally accepted industry practices of mutual fund agents. CFS shall also be indemnified and held harmless by each Trust against any instructions loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) by reason of any act done by it in good faith with due diligence and in reasonable reliance upon any instrument or certificate for shares reasonably believed by you it (a) to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute such instrument or certificate. In addition, each Trust will indemnify and hold CFS harmless against any loss, claim, damage, liability and expense (including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of the same (unless contributed negligence of the Trust or CMA as a result of CFS's acting upon any instructions reasonably believed by CFS to have been executed or orally communicated by your gross negligence a duly authorized officer or bad faith)employee of the Trust or CMA as a result of acting in reliance upon written or oral advice reasonably believed by CFS to have been given by counsel for the Trust or CMA. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the Fund. The Fund shall have the option other reasonable opportunity to defend you against any said claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fundeither party's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officername.

Duty of Care and Indemnification. You will The Agent shall at all times use reasonable care and act in good faith in performing your duties hereunder. You will Without limiting the generality of the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond your its control, including acts of civil or military authority, national or state emergencies, labor difficultiesan announced employee strike significant enough to cease mutual fund transfer operations, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund Trust will indemnify you against and hold you the Agent harmless from against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from your the Agent's bad faith or negligence, and arising out of, or in connection with, your with the Agent's duties on behalf of the Fund Trust hereunder. In addition, the Fund Trust will indemnify you against and hold you the Agent harmless from against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your the negligence of the Trust or the Distributor (unless contributed to by the Agent's negligence or bad faith), or as a result of the Agent's acting in accordance with upon any instructions reasonably believed by you to have been executed or orally communicated by any person a duly authorized officer or employee of the Trust or the Distributor, according to such lists of authorized officers and employees furnished the Agent and as amended from time to time in writing by the Fund President or its Principal UnderwriterExecutive Vice President, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any genuine instrument or share stock certificate reasonably believed by you to have been genuine and signed, countersigned counter-signed or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith)same. In order for this paragraph to apply, it is understood that if in any case in which the Fund Trust may be asked to indemnify you or hold you the Agent harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question question, and you it is further understood that the Agent will use reasonable care to identify and notify the Fund Trustee promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend you the Agent against any claim which may be the subject of this indemnification, indemnification and in the event that the Fund Trust so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and elects, it will so notify you, the Agent and thereupon the Fund Trust shall take over complete defense of the claim and you the Agent shall sustain no further legal or other expenses in such situation for which you the Agent shall seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You The Agent will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify you the Agent except with the FundTrust's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CISC will at all times use reasonable care, due diligence and act in good faith in performing your its duties hereunder. You CISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The CISC may rely on certifications of those individuals designated as authorized persons to give instructions to CISC as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving an authorization from an individual designated as an authorized person to give instructions to CISC, CISC may apply to counsel for the Trust, or counsel for SRF, at the Fund's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for SRF, the Trust will indemnify you and hold harmless CISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CISC against and hold you CISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your CISC's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of under this Agreement. CISC shall indemnify the Fund hereunder. In addition, the Fund will indemnify you Trust against and hold you the Trust harmless from any and all losses, claims, damages, liabilities and expenses(including reasonable counsel fees and expenses) in respect to any claim, demand, action or suit resulting from CISC's bad faith, negligence, lack of due diligence or willful misconduct, and arising out of, or in connection with, its duties under this Agreement. For purposes of this Transfer Agent Agreement, "lack of due diligence" shall mean the processing by CISC of a Fund share transaction in accordance with a practice that is not substantially in compliance with (1) a transaction processing practice approved by the Trust's Trustees, (2) insurance coverage's, or (3) generally accepted industry practices of mutual fund agents. CISC shall also be indemnified and held harmless by the Trust against any loss, claim, damage, liability and expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance good faith with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting due diligence and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reasonable reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute such instrument or certificate. In addition, the same Trust will indemnify and hold CISC harmless against any loss, claim, damage, liability and expense (unless contributed including reasonable counsel fees and expenses) in respect of any claim, demand, action or suit as a result of the negligence of the Fund, the Trust or SRO as a result of Disc's acting upon any instructions reasonably believed by CISC to have been executed or orally communicated by your gross negligence a duly authorized officer or bad faith)employee of the Fund, Trust or SRO as a result of acting in reliance upon written or oral advice reasonably believed by CISC to have been given by counsel for the Fund, Trust, or SRO. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against indemnification. Prior to admitting to or agreeing to settle any claim subject to this Section, each party shall give the Fund. The Fund shall have the option other reasonable opportunity to defend you against any said claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fundeither party's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officername.

Duty of Care and Indemnification. You CFS will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CFS may relay on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CFS may apply to counsel for the Trust, at the Trust's expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CFS against and hold you CFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CFS's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCFS shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CISC will not be liable or responsible for delays or errors by reason of circumstances beyond your controlits con- trol, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication commu- nication or power supply. The Fund CISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CISC may apply to counsel for the Trust, at the Trust's expense, or to its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The trust will indemnify CISC against and hold you CISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CISC's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCISC shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You LFS will at all times use reasonable -------------------------------- care, due diligence and act in good faith in performing your its duties hereunder. You LFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The LFS may rely on certifications of those individuals designated as authorized persons to give instructions to LFS as to proceedings or facts in connection with any action taken by the shareholders of the Fund or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from individuals who have been so authorized. Upon receiving authorization from an individual designated as an authorized person to give instructions to LFS, LFS may apply to counsel for the Trust, or counsel for Liberty WAM, at the Fund's expense, for advice. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel of the Trust, or counsel for Liberty WAM, the Trust will indemnify you and hold harmless LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify LFS against and hold you LFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your LFS's bad faith or faith, negligence, lack of due diligence or willful misconduct and arising out of, or in connection with, your with its duties on behalf of under this Agreement. LFS shall indemnify the Fund hereunder. In addition, the Fund will indemnify you Trust against and hold you the Trust harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit as a result resulting from LFS's bad faith, negligence, lack of your acting in accordance with any instructions reasonably believed by you to have been executed due diligence or orally communicated by any person duly authorized by the Fund or its Principal Underwriterwillful misconduct, and arising out of, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fundconnection with, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund may be asked to indemnify you or hold you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and you will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification its duties under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer For purposes of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.this Transfer Agent

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust's expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from your the result of CMISC's bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund a Trust may be asked to indemnify you or hold you harmlessharmless CMISC, CMISC shall advise the Fund shall be advised Trust of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will CMISC shall use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You will The Agent shall at all times use reasonable care and act in good faith in performing your duties hereunder. You will Without limiting the generality of the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond your its control, including acts of civil or military authority, national or state emergencies, labor difficultiesan announced employee strike significant enough to cease mutual fund transfer operations, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund Trust will indemnify you against and hold you the Agent harmless from against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from your the Agent's bad faith or negligence, and arising out of, or in connection with, your with the Agent's duties on behalf of the Fund Trust hereunder. In addition, the Fund Trust will indemnify you against and hold you the Agent harmless from against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your the negligence of the Trust or the Distributor (unless contributed to by the Agent's negligence or bad faith), or as a result of the Agent's acting in accordance with upon any instructions reasonably believed by you to have been executed or orally communicated by any person a duly authorized officer or employee of the Trust or the Distributor, according to such lists of authorized officers and employees furnished the Agent and as amended from tie to time in writing by the Fund president or its Principal UnderwriterExecutive Vice President, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any genuine instrument or share stock certificate reasonably believed by you to have been genuine and signed, countersigned counter signed or executed by any person or persons authorized to sign, countersign counter-sign or execute the same (unless contributed to by your gross negligence or bad faith)same. In order for this paragraph to apply, it is understood that if in any case in which the Fund Trust may be asked to indemnify you or hold you the Agent harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question question, and you it is further understood that the Agent will use reasonable care to identify and notify the Fund Trustee promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend you the Agent against any claim which may be the subject of this indemnification, indemnification and in the event that the Fund Trust so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and elects, it will so notify you, the Agent and thereupon the Fund Trust shall take over complete defense of the claim and you the Agent shall sustain no further legal or other expenses in such situation for which you the Agent shall seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You The Agent will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify you the Agent except with the FundTrust's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to paragraph 27 hereof. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel advice whenever it deems it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from your the result of CMISC’s bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund a Trust may be asked to indemnify you or hold you harmlessharmless CMISC, CMISC shall advise the Fund shall be advised Trust of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will CMISC shall use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may apply to counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). Each Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMISC’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMISC shall also be indemnified and held harmless by each Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 26 hereof. CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel advice whenever it deems it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. The Fund Trust will indemnify you CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from arising out of or in connection with any material breach by the Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from your the result of CMISC’s bad faith or negligence, . Form of Transfer and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). Dividend Disbursing Agent Agreement In any case in which the Fund a Trust may be asked to indemnify you or hold you harmlessharmless CMISC, CMISC shall advise the Fund shall be advised Trust of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will CMISC shall use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or Trustees of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMISC may apply to counsel for the Trust, at the Trust’s expense, or its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your CMISC’s bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderTrust under this Agreement. In additionCMISC shall also be indemnified and held harmless by the Trust against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for Class Y shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You MLSSISI will at all times use reasonable --------------------------------- care and act in good faith in performing your duties Shareholders' Administrative Services hereunder. You MLSSISI shall be responsible for providing quality control over all information entered on the records of the Corporation's transfer agent. MLSSISI will not be liable or responsible for delays or errors by reason of owing to circumstances beyond your its control, including including, without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The Fund MLSSISI may rely on certifications and instructions of an officer of the Corporation as to proceedings or facts in connection with any action taken by the shareholders or the Directors of the Corporation. MLSSISI may apply to counsel for the Corporation, at the Corporation's expense, for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for the Corporation, the Corporation will indemnify you and hold harmless MLSSISI from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Corporation will indemnify MLSSISI against and hold you MLSSISI harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect of any claim, demand, action or suit not resulting from your MLSSISI's bad faith or negligence, negligence and arising out of, or in connection with, your duties its performance of Shareholders' Administrative Services on behalf of a Fund under this Agreement. MLSSISI shall also be indemnified and held harmless by the Fund hereunder. In additionCorporation against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses expense (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with good faith and in reliance upon any instructions reasonably instrument believed by you it (a) to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund may be asked to indemnify you or hold you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and you will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officerinstrument.

Duty of Care and Indemnification. You CMISC will at all times use reasonable care and act in good faith in performing your its duties hereunder. You CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof. The Fund CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it deems appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify you and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC. Each Trust will indemnify CMISC against and hold you CMISC harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not resulting from your the result of CMISC’s bad faith or negligence, and arising out of, or in connection with, your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify you against and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of your acting in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed by you to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by your gross negligence or bad faith). In any case in which the Fund a Trust may be asked to indemnify you or hold you harmlessharmless CMISC, CMISC shall advise the Fund shall be advised Trust of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will CMISC shall use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. You LFS will at all times use reasonable care and act in good faith in the performing your of its duties hereunder. You LFS will not be liable or responsible for delays or errors by reason of circumstances beyond your its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown beyond your controlbreakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond your control of transportation, communication or power supply. The LFS shall use its best efforts to minimize the likelihood of damage, loss of data, delays, or errors resulting from such uncontrollable events, and if damage, loss of data, delays, or errors occur, LFS shall use its best efforts to mitigate the effects of the occurrence. LFS may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Fund as to proceedings or facts in connection with any action taken by the shareholders or Directors of the Fund, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Fund. LFS may apply to counsel for the Funds, at the Funds' expense, or to its own counsel for advice whenever it deems expedient. With respect to any action taken on the basis of such certifications or instructions or in accordance with the advice of counsel for instructions or in accordance with the advice of counsel for the Funds, the Funds will indemnify you and hold harmless LFS from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses). The Funds will indemnify LFS against and hold you LFS harmless from any and all losses, claims, damages, liabilities or and expenses (including reasonable counsel fees and expenses) resulting from in respect to any claim, demand, action or suit not resulting from your LFS's bad faith or negligence, negligence and arising out of, or in connection with, your its duties on behalf of the Fund hereunderFunds under this Agreement. In additionLFS shall also be indemnified and held harmless by the Funds against any loss, the Fund will indemnify you against claim, damage, liability and hold you harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from by reason of any claim, demand, action or suit as a result of your acting act done by it in accordance with any instructions reasonably believed by you to have been executed or orally communicated by any person duly authorized by the Fund or its Principal Underwriter, or as a result of acting good faith and in accordance with written or oral advice reasonably believed by you to have been given by counsel for the Fund, or as a result of acting in accordance with reliance upon any instrument or share certificate reasonably for shares believed by you it (a) to have been be genuine and (b) to be signed, countersigned or executed by any person or persons authorized to sign, countersign countersign, or execute the same (unless contributed to by your gross negligence such instrument or bad faith)certificate. In any case in which the Fund a party to this Agreement may be asked to indemnify you or hold you harmlessharmless the other party hereto, the Fund party seeking indemnification shall be advised advise the other party of all pertinent facts concerning the situation in question giving rise to the claim or potential claim for indemnification, and you will each party shall use reasonable care to identify and notify the Fund other promptly concerning any situation which that presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification, and in the event that the Fund so elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to you and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you seek indemnification under this paragraph, except the expense of any additional counsel retained by you. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to you by the Fund and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Fund in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.