Common use of Duty of Care and Indemnification Clause in Contracts

Duty of Care and Indemnification. The Fund will indemnify FTIS against and hold it 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 willful misfeasance, bad faith or gross negligence on the part of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund will indemnify FTIS against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS to have been given by counsel for the Fund or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund may be asked to indemnify or hold FTIS harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS 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 FTIS 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 FTIS, and thereupon the Fund shall take over complete defense of the claim and FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS will not confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund Transfer Agent shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts within commercially reasonable limits to insure the accuracy and completeness of all services performed under this Agreement. The Funds will indemnify FTIS and defend the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses of any sort or kind (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting or other proceeding (a "Claim") arising directly or indirectly from any action or thing which the Transfer Agent takes or does or omits to take or do (i) at the request or on the direction of or in reliance on the advice of the Funds; (ii) upon Oral or Written Instructions; (iii) in reliance on any records or documents received from the Funds or any Agent of the Funds, including the prior transfer agent; (iv) under the terms of this Agreement; and (v) the offer or sale of Shares in violation of any requirement under Federal or State Securities Laws, provided that neither the Transfer Agent nor any of its nominees or sub-contractors shall be indemnified against any liability to the Funds or to their Shareholders (or any expenses incident to such liability) arising out of the Transfer Agent's or such nominee's or such sub-contractor's own willful misfeasance, bad faith or gross negligence on the part or reckless disregard of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund will indemnify FTIS against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS to have been given by counsel for the Fund or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS in connection with the performance of its duties and obligations specifically described in this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Funds may be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund Funds shall be advised of all pertinent facts concerning the situation in question and FTIS question. The Transfer Agent will use reasonable care to identify and notify the Fund Funds promptly concerning after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the FundFunds although the failure to do so shall not prevent recovery by the Transfer Agent except and to the extent the Funds have been prejudiced thereby. The Fund Funds shall have the option to defend FTIS the Transfer Agent against any claim Claim which may be the subject of this indemnification, and, in the event that the Fund Funds so electselect, such defense shall be conducted by counsel chosen by the Fund Funds and reasonably satisfactory to FTISthe Transfer Agent, and thereupon the Fund Funds shall take over complete defense of the claim Claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in respect of such situation for which it seeks indemnification under this Section 11Claim. FTIS The Transfer Agent will not confess any claim Claim or make any compromise in any case in which the Fund Funds will be asked to provide indemnification, except with the Fund's prior written consentconsent of the Funds. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Each Fund will indemnify FTIS the Company against and hold it 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 willful misfeasance, the bad faith or gross negligence on of the part of FTISCompany, and arising out of, or in connection with, its duties hereunder. In addition, the each Fund will indemnify FTIS the Company against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Company to have been given by counsel for the a Fund or by its own counsel; or (iiiii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the a Fund to FTIS the Company in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the a Fund may be asked to indemnify or hold FTIS the Company harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS the Company 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 FTIS the Company 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 FTISthe Company, and thereupon thereupon, the Fund shall take over complete defense of the claim and FTIS the Company shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 118. FTIS The Company will not confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund will indemnify FTIS the Transfer Agent against and hold it 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 willful misfeasance, the bad faith or gross negligence on of the part of FTISTransfer Agent, and arising out of, or in connection with, its duties on behalf of the Fund hereunder. In addition, the Fund will indemnify FTIS the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, demand action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions instructions, or Share share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Transfer Agent to have been given by counsel for the Fund or by its own counsel; or (iii) any action taken as a result of any error or omission in any record which the Transfer Agent had no reason to believe was inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) and was delivered, or caused to be delivered delivered, by the Fund to FTIS the Transfer Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund may be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS will use reasonable care to identify and the Transfer Agent shall 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 FTIS the Transfer Agent against any claim which may be the subject of this indemnification, indemnification and, in the event that the Fund so elects, such defense shall be conducted by counsel chosen by the Fund and satisfactory to FTISFund, and thereupon the Fund shall take over complete defense of the claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 1113. FTIS The Transfer Agent will not confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund Trust will indemnify FTIS the --------------------------------- Transfer Agent against and hold it 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 willful misfeasance, the bad faith or gross negligence on of the part of FTISTransfer Agent, and arising out of, or in connection with, its duties on behalf of the Trust hereunder. In addition, the Fund Trust will indemnify FTIS the Transfer Agent against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions instructions, or Share share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Transfer Agent to have been given by counsel for the Fund Trust or by its own counsel; or (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund Trust to FTIS the Transfer Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Trust may be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and FTIS the Transfer Agent 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 FTIS the Transfer Agent 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 reasonably satisfactory to FTISthe Transfer Agent, and thereupon the Fund Trust shall take over complete defense of the claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 1112. FTIS The Transfer Agent will not confess any claim or make any compromise in any case in which the Fund Trust will be asked to provide indemnification, except with the FundTrust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund will indemnify FTIS the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses of any sort or kind (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting or other proceeding (a "Claim") unless such Claim has been judicially determined to have resulted from willful misfeasance, a negligent failure to act or omission to act or bad faith or gross negligence on of the part Transfer Agent in the performance of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund will indemnify FTIS the Transfer Agent against and hold it harmless from any and all losses, claimsClaim, damages, liabilities or expenses (including reasonable counsel fees and expensesfees) resulting from any claim, demand, action or suit as that is a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions instructions, or Share share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Transfer Agent to have been given by counsel for the Fund or by its own counsel; or (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS the Transfer Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund may be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS question. The Transfer Agent will use reasonable care to identify and notify the Fund promptly concerning after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the FundFund although the failure to do so shall not prevent recovery by the Transfer Agent. The Fund shall have the option to defend FTIS the Transfer Agent against any claim 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 FTISthe Transfer Agent, and thereupon the Fund shall take over complete defense of the claim Claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in respect of such situation for which it seeks indemnification under this Section 11Claim. FTIS The Transfer Agent will not confess any claim Claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

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 FTIS you against and hold it 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 willful misfeasance, your bad faith or gross negligence on the part of FTISnegligence, and arising out of, or in connection with, its your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify FTIS you against and hold it 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: (i) any action taken of your acting in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS you to be genuine and to be signed, countersigned or executed, have been executed or orally communicated by an Authorized Person; (ii) any action taken 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 FTIS you to have been given by counsel for the Fund Fund, or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS in connection with this Agreement; or (iv) any action taken acting in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when any instrument or share certificate reasonably believed by FTIS you to be genuinehave 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 FTIS you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS 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 FTIS you against any claim which may be the subject of this indemnification, and, and in the event that the Fund so elects, elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to FTISyou and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and FTIS you shall sustain no further legal or other expenses in such situation for which it seeks you seek indemnification under this Section 11paragraph, except the expense of any additional counsel retained by you. FTIS You will not in no case confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, indemnify you except with the Fund's ’s prior written consent. The obligations of the parties hereto under this Section 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. The Fund Trust will indemnify FTIS against and hold it 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 willful misfeasance, bad faith or gross negligence on the part of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund Trust will indemnify FTIS against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS to have been given by counsel for the Fund Trust or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund Trust to FTIS in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the FundTrust's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Trust may be asked to indemnify or hold FTIS harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and FTIS 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 FTIS 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 FTIS, and thereupon the Fund Trust shall take over complete defense of the claim and FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS will not confess any claim or make any compromise in any case in which the Fund Trust will be asked to provide indemnification, except with the FundTrust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund Company will indemnify FTIS against and hold it 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 willful misfeasance, bad faith or gross negligence on the part of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund Company will indemnify FTIS against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS to have been given by counsel for the Fund Company or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund Company to FTIS in connection with this Agreement; or (iv) any action taken in accordance with oral instructions Oral Instructions given under the Telephone Exchange and Redemption Privileges, as described in the applicable Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Company may be asked to indemnify or hold FTIS harmless, the Fund Company shall be advised of all pertinent facts concerning the situation in question and FTIS will use reasonable care to identify and notify the Fund Company promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCompany. The Fund Company shall have the option to defend FTIS against any claim which may be the subject of this indemnification, and, in the event that the Fund Company so elects, such defense shall be conducted by counsel chosen by the Fund Company and satisfactory to FTIS, and thereupon thereupon, the Fund Company shall take over complete defense of the claim and FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS will not confess any claim or make any compromise in any case in which the Fund Company will be asked to provide indemnification, except with the FundCompany's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund Trust will indemnify FTIS the Transfer Agent against and hold it 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 willful misfeasance, the bad faith or gross negligence on of the part of FTISTransfer Agent, and arising out of, or in connection with, its duties on behalf of the Trust hereunder. In addition, the Fund Trust will indemnify FTIS the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, demand action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions instructions, or Share share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Transfer Agent to have been given by counsel for the Fund Trust or by its own counsel; or (iii) any action taken as a result of any error or omission in any record which the Transfer Agent had no reason to believe was inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) and was delivered, or caused to be delivered delivered, by the Fund Trust to FTIS the Transfer Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Trust may be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and FTIS will use reasonable care to identify and the Transfer Agent shall 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 FTIS the Transfer 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 FTISTrust, and thereupon the Fund Trust shall take over complete defense of the claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 1113. FTIS The Transfer Agent will not confess any claim or make any compromise in any case in which the Fund Trust will be asked to provide indemnification, except with the FundTrust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

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 FTIS you against and hold it 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 willful misfeasance, your bad faith or gross negligence on the part of FTISnegligence, and arising out of, or in connection with, its your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify FTIS you against and hold it 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: (i) any action taken of your acting in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS you to be genuine and to be signed, countersigned or executed, have been given executed or orally communicated by an Authorized Person; (ii) any action taken person duly authorized by the Fund or as a result of acting in accordance with written or oral advice reasonably reasonable believed by FTIS you to have been given by counsel for the Fund Fund, or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS in connection with this Agreement; or (iv) any action taken acting in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when any instrument or share certificate reasonably believed by FTIS you to be genuinehave 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 FTIS you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS 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 FTIS you against any claim which may be the subject of this indemnification, and, and in the event that the Fund so elects, elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to FTISyou and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and FTIS you shall sustain no further legal or other expenses in such situation for which it seeks you seek indemnification under this Section 11paragraph, except the expense of any additional counsel retained by you. FTIS You will not in no case confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this Section paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund Company will indemnify FTIS against and hold it 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 willful misfeasance, bad faith or gross negligence on the part of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund Company will indemnify FTIS against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS to have been given by counsel for the Fund Company or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund Company to FTIS in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the applicable Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Company may be asked to indemnify or hold FTIS harmless, the Fund Company shall be advised of all pertinent facts concerning the situation in question and FTIS will use reasonable care to identify and notify the Fund Company promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCompany. The Fund Company shall have the option to defend FTIS against any claim which may be the subject of this indemnification, and, in the event that the Fund Company so elects, such defense shall be conducted by counsel chosen by the Fund Company and satisfactory to FTIS, and thereupon the Fund Company shall take over complete defense of the claim and FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS will not confess any claim or make any compromise in any case in which the Fund Company will be asked to provide indemnification, except with the FundCompany's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Each Fund will indemnify FTIS the Company against and hold it 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 willful misfeasance, the bad faith or gross negligence on of the part of FTISCompany, and arising out of, or in connection with, its duties hereunder. In addition, the each Fund will indemnify FTIS the Company against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS the Company to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Company to have been given by counsel for the a Fund or by its own counsel; or (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS the Company in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the a Fund may be asked to indemnify or hold FTIS the Company harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS the Company 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 FTIS the Company 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 FTISthe Company, and thereupon thereupon, the Fund shall take over complete defense of the claim and FTIS the Company shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS The Company will not confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

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 FTIS you against and hold it 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 willful misfeasance, your bad faith or gross negligence on the part of FTISnegligence, and arising out of, or in connection with, its your duties on behalf of the Fund hereunder. In addition, the Fund will indemnify FTIS you against and hold it 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: (i) any action taken of your acting in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS you to be genuine and to be signed, countersigned or executed, have been given executed or orally communicated by an Authorized Person; (ii) any action taken person duly authorized by the Fund or as a result of acting in accordance with written or oral advice reasonably believed by FTIS you to have been given by counsel for the Fund Fund, or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS in connection with this Agreement; or (iv) any action taken acting in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when any instrument or share certificate reasonably believed by FTIS you to be genuinehave 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 FTIS you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS 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 indemnification, against the Fund. The Fund shall have the option to defend FTIS you against any claim which may be the subject of this indemnification, and, and in the event that the Fund so elects, elects such defense shall be conducted by counsel chosen by the Fund and satisfactory to FTISyou and it will so notify you, and thereupon the Fund shall take over complete defense of the claim and FTIS you shall sustain no further legal or other expenses in such situation for which it seeks you seek indemnification under this Section 11paragraph, except the expense of any additional counsel retained by you. FTIS You will not in no case confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, indemnify you except with the Fund's prior written consent. The obligations of the parties hereto under this Section paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund will indemnify FTIS the Agent -------------------------------- against and hold it 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 willful misfeasance, the bad faith or gross negligence on of the part of FTISAgent, and arising out of, or in connection with, its duties hereunder. In addition, the Fund will indemnify FTIS the Agent against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions instructions, or Share share certificates reasonably believed by FTIS the Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Agent to have been given by counsel for the Fund or by its own counsel; or (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS the Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund may be asked to indemnify or hold FTIS the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS the Agent 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 FTIS the Agent 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 FTISthe Agent, and thereupon the Fund shall take over complete defense of the claim and FTIS the Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS The Agent will not confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. (a) The Fund Trust will indemnify FTIS the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses of any sort or kind (including reasonable counsel fees and expenses) ("Claims") resulting from any claim, demand, action or suit not resulting or other proceeding unless such Claims have been determined to have resulted from willful misfeasance, a negligent act or omission to act or bad faith or gross negligence on of the part Transfer Agent in the performance of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund Trust will indemnify FTIS the Transfer Agent against and hold it harmless from any Claims that do not arise from a negligent act or omission to act or bad faith of the Transfer Agent in the performance of its duties hereunder 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 ofthat results from: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions instructions, or Share share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Transfer Agent to have been given by counsel for the Fund Trust or by its own counsel; or (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund Trust to FTIS the Transfer Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Trust may be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and FTIS question. The Transfer Agent will use reasonable care to identify and notify the Fund Trust promptly concerning after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the FundTrust although the failure to do so shall not prevent recovery by the Transfer Agent. The Fund Trust shall have the option to defend FTIS the Transfer Agent against any claim 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 FTISthe Transfer Agent, and thereupon the Fund Trust shall take over complete defense of the claim Claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in respect of such situation for which it seeks indemnification under this Section 11Claim. FTIS The Transfer Agent will not confess any claim Claim or make any compromise in any case in which the Fund Trust will be asked to provide indemnification, except with the FundTrust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund will indemnify FTIS the Transfer Agent against and hold it 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 the bad faith, negligence or willful misfeasance, bad faith or gross negligence on misconduct of the part of FTISTransfer Agent, and arising out of, or in connection with, its duties hereunder. In addition, the Fund will indemnify FTIS the Transfer Agent against and hold it 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: (i) any action taken in accordance with Written written or Oral Instructions, or any other instructions instructions, or Share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS to have been given by counsel for the Fund or by its own counsel; or (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS the Transfer Agent in connection with this Agreement; . The Transfer Agent will indemnify the Fund against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (ivincluding reasonable counsel fees and expenses) arising out of or attributable to any action taken in accordance with oral instructions given under or failure or omission to act by the Telephone Exchange and Redemption PrivilegesTransfer Agent as a result of the Transfer Agent's bad faith, as described in the Fund's current prospectus, when believed by FTIS to be genuinenegligence or willful misconduct. In any case order that the indemnification provisions contained in this Section 13 shall apply, upon the assertion of a claim for which the Fund either party may be asked required to indemnify or hold FTIS harmlessthe other, the Fund party seeking indemnification shall be promptly notify the other party of such assertion, and shall keep the other party advised of all pertinent facts concerning the situation in question questions and FTIS will shall use reasonable care to identify and notify the Fund other party promptly concerning any situation which presents or appears likely to present a claim for indemnification against under this Section 13. The party who may be required to indemnify shall have the Fundoption to participate with the party seeking indemnification in the defense of such claim. The Fund shall have the option to defend FTIS the Transfer Agent 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 FTISthe Transfer Agent, and thereupon the Fund shall take over complete defense of the claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 1113. FTIS The party seeking indemnification will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fundother party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

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 Trust on behalf of each Fund will indemnify FTIS you against and hold it 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 willful misfeasance, your bad faith or gross negligence on the part of FTISnegligence, and arising out of, or in connection with, its your duties on behalf of such Fund hereunder. In addition, the Trust on behalf of each Fund will indemnify FTIS you against and hold it 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: (i) any action taken of your acting in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS you to be genuine and to be signed, countersigned or executed, have been executed or orally communicated by an Authorized Person; (ii) any action taken person duly authorized by such Fund or its Principal Underwriter, or as a result of acting in accordance with written or oral advice reasonably believed by FTIS you to have been given by counsel for the Fund such Fund, or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS in connection with this Agreement; or (iv) any action taken acting in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when any instrument or share certificate reasonably believed by FTIS you to be genuinehave 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 Trust on behalf of a Fund may be asked to indemnify you or hold FTIS you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS you will use reasonable care to identify and notify the such Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the such Fund. The Trust on behalf of such Fund shall have the option to defend FTIS you against any claim which may be the subject of this indemnification, and, and in the event that the Trust on behalf of such Fund so elects, elects such defense shall be conducted by counsel chosen by the Trust on behalf of such Fund and satisfactory to FTISyou and it will so notify you, and thereupon the Trust on behalf of such Fund shall take over complete defense of the claim and FTIS you shall sustain no further legal or other expenses in such situation for which it seeks you seek indemnification under this Section 11paragraph, except the expense of any additional counsel retained by you. FTIS You will not in no case confess any claim or make any compromise in any case in which the Trust on behalf of a Fund will be asked to provide indemnification, indemnify you except with the FundTrust's prior written consent. The obligations of the parties hereto under this Section paragraph shall survive the termination of this Agreement. If any officer of the Trust shall no longer be vested with authority to sign for the Trust, written notice thereof shall forthwith be given to you by the Trust and until receipt of such notice by it, you shall be fully indemnified and held harmless by the Trust in recognizing and acting upon certificates or other instruments bearing the signatures or facsimile signatures of such officer.

Duty of Care and Indemnification. The Fund Trust will indemnify FTIS the Transfer Agent against and hold it 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 willful misfeasance, the bad faith or gross negligence on of the part of FTISTransfer Agent, and arising out of, or in connection with, its duties on behalf of the Trust hereunder. In addition, the Fund Trust will indemnify FTIS the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, demand action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions instructions, or Share share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Transfer Agent to have been given by counsel for the Fund Trust or by its own counsel and approved by the Trust or the Trust's counsel; or (iii) any action taken as a result of any error or omission in any record which the Transfer Agent had no reason to believe was inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) and was delivered, or caused to be delivered delivered, by the Fund Trust to FTIS the Transfer Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund may Trust can be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and FTIS will use reasonable care to identify and the Transfer Agent shall 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 FTIS the Transfer 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 FTISTrust, and thereupon the Fund Trust shall take over complete defense of the claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 1113 unless the Transfer Agent were found by a court or other forum to have acted in bad faith or to have been negligent with respect to such claim. FTIS The Transfer Agent will not confess any claim or make any compromise in any case in which the Fund Trust will be asked to provide indemnification, except with the FundTrust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The 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. Each Fund will indemnify FTIS you against and hold it 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 willful misfeasance, your bad faith or gross negligence on the part of FTISnegligence, and arising out of, or in connection with, its your duties on behalf of that Fund hereunder. In addition, the each Fund will indemnify FTIS you against and hold it 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: (i) any action taken of your acting in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS you to be genuine and to be signedhave been given, countersigned or executed, executed or orally communicated by an Authorized Person; (ii) any action taken person duly authorized by that Fund or as a result of acting in accordance with written or oral advice reasonably believed by FTIS you to have been given by counsel for the Fund that Fund, or by its own counsel; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund to FTIS in connection with this Agreement; or (iv) any action taken acting in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when any instrument or share certificate reasonably believed by FTIS you to be genuinehave 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 a Fund may be asked to indemnify you or hold FTIS you harmless, the that Fund shall be advised of all pertinent facts concerning the situation in question and FTIS you will use reasonable care to identify and notify the that Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the that Fund. The Each Fund shall have the option to defend FTIS you against any claim which may be the subject of this indemnification, and, and in the event that the a Fund so elects, elects such defense shall be conducted by counsel chosen by the that Fund and satisfactory to FTISyou and it will so notify you, and thereupon the that Fund shall take over complete defense of the claim and FTIS you shall sustain no further legal or other expenses in such situation for which it seeks you seek indemnification under this Section 11paragraph, except the expense of any additional counsel retained by you. FTIS You will not in no case confess any claim or make any compromise in any case in which the a Fund will be asked to provide indemnification, indemnify you except with the such Fund's prior written consent. The obligations of the parties hereto under this Section paragraph shall survive the termination of this Agreement.

Duty of Care and Indemnification. The Fund Trust will indemnify FTIS the Transfer --------------------------------- Agent against and hold it 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 willful misfeasance, the bad faith or gross negligence on of the part of FTISTransfer Agent, and arising out of, or in connection with, its duties on behalf of the Trust hereunder. In addition, the Fund Trust will indemnify FTIS the Transfer Agent against and hold it 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: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions instructions, or Share share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Transfer Agent to have been given by counsel for the Fund Trust or by its own counsel; or (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund Trust to FTIS the Transfer Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Trust may be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and FTIS the Transfer Agent 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 FTIS the Transfer Agent 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 reasonably satisfactory to FTISthe Transfer Agent, and thereupon the Fund Trust shall take over complete defense of the claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 1112. FTIS The Transfer Agent will not confess any claim or make any compromise in any case in which the Fund Trust will be asked to provide indemnification, except with the FundTrust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. The FTIS agrees to indemnify and hold harmless PFPC and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the securities laws and commodities laws and any state and foreign securities and blue sky laws, and amendments thereto), and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or omission to act which PFPC takes (i) at the request or on the direction of or in reliance on the advice of FTIS, the Fund or their counsel or (ii) upon Oral Instructions or Written Instructions. Neither PFPC, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) arising out of PFPC's or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. PFPC will indemnify FTIS against and hold it 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 willful misfeasance, bad faith or gross negligence on the part of FTISPFPC, and arising out of, or in connection with, its duties hereunder. In additionHowever, the Fund will PFPC shall have no liability for or obligation to indemnify FTIS against and hold it 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 incurred by FTIS as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS PFPC to have been given by counsel for FTIS or the Fund or by its own counselFund; (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund FTIS to FTIS PFPC in connection with this AgreementSubcontract; or (iv) any action taken in accordance with oral shareholder instructions given under which meet the Telephone Exchange and Redemption Privileges, as standards described in the Fund's current prospectus, when believed by FTIS including without limitation oral instructions which meet the standards described in the section of the prospectus dealing with telephone transactions, so long as PFPC believes such instructions to be genuine. In any case Nothing in which the Fund may be asked to indemnify or hold FTIS harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and FTIS 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 FTIS 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 FTIS, and thereupon the Fund shall take over complete defense of the claim and FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 11. FTIS will not confess any claim shall supersede or make any compromise limit PFPC's obligations regarding "as of" trades, as described in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. paragraph 9 of Schedule C. The obligations of the parties hereto under this Section shall survive the termination of this AgreementSubcontract.

Duty of Care and Indemnification. The Fund Trust will indemnify FTIS the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses of any sort or kind (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting or other proceeding (a "Claim") unless such Claim has been judicially determined to have resulted from willful misfeasance, a negligent failure to act or omission to act or bad faith or gross negligence on of the part Transfer Agent in the performance of FTIS, and arising out of, or in connection with, its duties hereunder. In addition, the Fund Trust will indemnify FTIS the Transfer Agent against and hold it harmless from any and all losses, claimsclaim, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expensesfees) resulting from any claim, demand, action or suit as that is a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by FTIS the Transfer Agent to have been given by counsel for the Fund Trust or by its own counsel; or (iii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by the Fund Trust to FTIS the Transfer Agent in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the Fund's current prospectus, when believed by FTIS to be genuine. In any case in which the Fund Trust may be asked to indemnify or hold FTIS the Transfer Agent harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question and FTIS question. The Transfer Agent will use reasonable care to identify and notify the Fund Trust promptly concerning after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the FundTrust although the failure to do so shall not prevent recovery by the Transfer Agent. The Fund Trust shall have the option to defend FTIS the Transfer Agent against any claim 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 FTISthe Transfer Agent, and thereupon the Fund Trust shall take over complete defense of the claim Claim and FTIS the Transfer Agent shall sustain no further legal or other expenses in respect of such situation for which it seeks indemnification under this Section 11claim. FTIS The Transfer Agent will not confess any claim Claim or make any compromise in any case in which the Fund Trust will be asked to provide indemnification, except with the FundTrust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.