Common use of Liability and Indemnification Clause in Contracts

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser shall not nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust Company as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser shall will indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Company, or the Trust omission of such information, by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Company or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the PortfolioCompany, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the ManagerCompany, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees"“Company Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Company Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Company or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Company or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trustharmless, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act0000 Xxx) and the Trust (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trustharmless, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act0000 Xxx) and the Trust (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other reasonable expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided 12.1 To the fullest extent permitted by the 1940 Act or any other federal securities lawapplicable law (including, without limitation, the Adviser applicable provisions of any governing federal or state tariff), Developer shall not be liable for indemnify and hold harmless, and at Company’s option, defend Company, its parents and Affiliates and their respective officers, directors, members, managers, partners, employees, servants, agents, contractors and representatives (each, individually, a “Company Indemnified Party” and, collectively, the “Company Indemnified Parties”), from and against any and all liabilities, damages, losses, costs, expenses (including, without limitation, any and all reasonable attorneys' fees and disbursements), causes of action, suits, liens, claims, damages, liabilities penalties, obligations, demands or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result judgments of any error of judgment nature, including, without limitation, for death, personal injury and property damage, for economic damage, and for claims brought by third parties for personal injury, property damage or mistake of law other damages (collectively, “Damages”), incurred by the Adviser with respect any Company Indemnified Party to the Portfolioextent arising out of or in connection with this Agreement, the Project, or any Work, except that nothing in to the extent such Damages are attributable to (x) the negligence, intentional misconduct, breach of this Agreement shall operate or purport to operate unlawful act of a Company Indemnified Party as determined by a court of competent jurisdiction, or (y) the subject matter of Developer’s indemnity set forth in Section 19.1. To the fullest extent permitted by applicable law (including, without limitation, the applicable provisions of any way to exculpategoverning federal or state tariff), waive or limit the liability of the Adviser for, and the Adviser Company shall indemnify and hold harmless the Trustharmless, and at Developer’s option, defend Developer, its parents and Affiliates and their respective officers, directors, members, managers, partners, employees, servants, agents, contractors and representatives (each, individually, a “Developer Indemnified Party” and, collectively, the Manager“Developer Indemnified Parties”), all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) from and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all lossesDamages, claimsincurred by any Developer Indemnified Party to the extent such Damages are attributable to the negligence, damagesintentional misconduct, liabilities or litigation (including reasonable legal and other expenses) to which any unlawful act of the Manager Indemnitees may become subject under the 1933 Acta Company Indemnified Party in connection with this Agreement, the 1940 Act, the Advisers ActProject, or under any other statuteCompany Work as determined by a court of competent jurisdiction, at common law or otherwise arising out of or based on (i) any willful except to the extent such Damages are attributable to the negligence, intentional misconduct, bad faith, reckless disregard breach of this Agreement or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement unlawful act of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein Developer Indemnified Party as determined by a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use thereincourt of competent jurisdiction.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise otherwise, directly arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to the PortfolioFund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust Fund as a result of any allegations of any action, omission ,error of judgment or mistake of law by the Adviser Manager or the Manager’s affiliates with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the TrustFund, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Portfolio’s Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials directly pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein; provided however, that with respect to the Registration Statement, such statement or omission was made in direct reliance upon and in direct conformity with specific information furnished by the Adviser expressly for use therein ("Furnished Information").

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), the Adviser Sub-Adviser, or any of its officers, members, employees or affiliates (together, its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorneys fees) incurred or suffered by the Manager Portfolio(s), the Trust or the Trust Adviser as a result of any error of judgment or judgment, mistake of law law, or other action or omission by the Adviser with respect to the PortfolioSub-Adviser; provided, except however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, the Manager, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, "Manager “Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorney’s fees) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Portfolio Portfolio(s), or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment judgment, or mistake of law any act or omission, by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Fund as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the TrustFund, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Company or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the PortfolioCompany, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the ManagerCompany, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees"“Company Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Company Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, at common law or otherwise otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Company or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Company or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "the “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (ia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iib) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser neither MCCM nor any of its officers, directors, partners, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Fund as a result of of, including but not limited to, any act or omission in the course of, or connected with, rendering services hereunder by MCCM or its Affiliates, any error of judgment or mistake of law by the Adviser MCCM or its Affiliates with respect to the PortfolioFund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser MCCM or its Affiliates for, and the Adviser MCCM shall indemnify and hold harmless the TrustFund, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "Manager “Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser MCCM in the performance of any of its duties or obligations hereunder hereunder; or (ii) any untrue statement of a material fact contained in the Registration Statementany Prospectus, SAI, Offering Memorandum, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact known to the Adviser MCCM which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Manager Adviser or the Trust Fund by the Adviser MCCM Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) MFS. MFS shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, at common law or otherwise directly arising out of or based on (i) any gross negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser MFS which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Manager IMCO or the Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. MFS shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Sub-Adviser shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to any Fund or (ii) for any failure to recommend the Portfoliopurchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "Manager “Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio any Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Manager Adviser or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser neither MCCM nor any of its officers, directors, partners, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager HIP or the Trust Fund as a result of of, including but not limited to, any act or omission in the course of, or connected with, rendering services hereunder by MCCM or its Affiliates, any error of judgment or mistake of law by the Adviser MCCM or its Affiliates with respect to the PortfolioFund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser MCCM or its Affiliates for, and the Adviser MCCM shall indemnify and hold harmless the TrustFund, the ManagerHIP, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "Manager “HIP Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager HIP Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser MCCM in the performance of any of its duties or obligations hereunder hereunder; or (ii) any untrue statement of a material fact contained in the Registration Statementany Prospectus, SAI, Offering Memorandum, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact known to the Adviser MCCM which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Manager HIP or the Trust Fund by the Adviser MCCM Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to the PortfolioFund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser shall not nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Company as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub- Adviser shall will indemnify and hold harmless the TrustCompany, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Registration StatementProspectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust Company, or the omission of such information, by the Sub- Adviser Indemnitees (as defined below) for use therein.. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Company, or the omission of such information, by the Sub- Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. 4. Representations of the Adviser The Adviser represents, warrants and agrees as follows:

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser shall not nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Company as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall will indemnify and hold harmless the TrustCompany, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Registration StatementProspectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust Company, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager IndemniteesIndemnities") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser shall not nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust Company as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser shall will indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Company, or the Trust omission of such information, by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) specifically for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Sub-Adviser in good faith exercise of its powers hereunder by the Sub-Adviser or its Affiliates with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Sub-Adviser, or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon derived from information furnished to the Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein, which has not been materially altered or changed.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to any Portfolio, or any act or omission by Subadviser in good faith and believed by it to be authorized or within its discretion, rights or powers conferred by this Agreement or in accordance with specific directions or instructions from the PortfolioAdviser or the officers or trustees of the Adviser, Fund or Trust, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use thereinhereunder.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, the "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (ia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iib) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933 as amended ("1933 Act") (collectively, the "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (ia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iib) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) MFS. MFS shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling pxxxxxx thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, at common law or otherwise directly arising out of or based on (i) any gross negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser MFS which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Manager IMCO or the Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. MFS shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformance with information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein. Notwithstanding the foregoing, the Adviser shall not be liable to the Manager, the Trust or the Portfolio or any affiliate of the Manager, the Trust or the Portfolio or any controlling person of such persons or their respective affiliates for any losses that may be sustained as a result of (1) instructions provided by the Adviser to the Manager, the Portfolio or the Portfolio's custodian or administrator if the recipient had reason to believe in good faith that such instruction was not genuine or authorized, or (2) delays in or the inaccuracy of information provided to the Adviser pursuant to paragraph 2.j. of this Agreement.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser Adviser, its officers, directors and employers shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Manager, any shareholder of the Portfolio or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) DRESDNER. Dresdner shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling pexxxxx xhereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser Dresdner in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser Dresdner which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager IMCO or the Trust Company by the Adviser Indemnitees Dresdner Indemnities (as defined below) for use therein. Dresdner shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. c. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Fund as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the TrustFund, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser shall not nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Company as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall will indemnify and hold harmless the TrustCompany, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 1000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Registration StatementProspectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust Company, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except Xxcept as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser Sub-Advisor nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Advisor or the Trust Company as a result of the provision by the Sub-Advisor of services pursuant to this Agreement or any error of judgment or mistake of law by the Adviser Sub-Advisor or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Sub-Advisor or its Affiliates for, and the Adviser Sub-Advisor shall indemnify and hold harmless the TrustCompany, the ManagerAdvisor, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "Manager “Advisor Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Advisor Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Sub-Advisor in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact known to the Adviser Sub-Advisor which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Manager Advisor or the Trust Company by the Adviser Sub-Advisor Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) DRESDNER. Dresdner shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling perxxxx xxereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser Dresdner in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser Dresdner which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager IMCO or the Trust by the Adviser Indemnitees Dresdner Indemnities (as defined below) for use therein. Dresdner shall 874731 v1 6 indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) MFS. MFS shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling pexxxxx xhereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, at common law or otherwise directly arising out of or based on (i) any gross negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser MFS which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished by MFS to the Manager IMCO or the Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. MFS shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trustharmless, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the ofthe 1933 Act) and the Trust (collectively, "Manager Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. E. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser Sub-Advisor nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Advisor or the Trust Company as a result of the provision by the Sub-Advisor of services pursuant to this Agreement or any error of judgment or mistake of law by the Adviser Sub-Advisor or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Sub-Advisor or its Affiliates for, and the Adviser Sub-Advisor shall indemnify and hold harmless the TrustCompany, the ManagerAdvisor, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "Manager “Advisor Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Advisor Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Sub-Advisor in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact known to the Adviser Sub-Advisor which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Manager Advisor or the Trust Company by the Adviser Sub-Advisor Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Sub-Adviser in good faith exercise of its powers hereunder by the Sub-Adviser or its Affiliates with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Sub-Adviser, or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.. Information Classification: Limited Access

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) MFS. MFS shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling perxxxx xxereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, at common law or otherwise directly arising out of or based on (i) any gross negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser MFS which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished by MFS to the Manager IMCO or the Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. MFS shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser shall not nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Company as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub- Adviser shall will indemnify and hold harmless the TrustCompany, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Registration StatementProspectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust Company, or the omission of such information, by the Sub- Adviser Indemnitees (as defined below) for use therein.. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub- Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Company, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. 4. Representations of the Adviser The Adviser represents, warrants and agrees as follows:

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliated persons (within the Adviser meaning of Section 2(a)(3) of the 0000 Xxx) and any of the officers, partners, employees, consultants, agents or assignees shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager or the Trust Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the PortfolioFund, except that that, subject to the provisions contained herein, nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Investment Manager Indemnitees") Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Registration StatementProspectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact regarding Subadviser known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Investment Manager or the Trust Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 10; or (iii) any violation of federal or state statutes or regulations by Subadviser; provided, however, that the Fund and Investment Manager Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation sustained as a result of willful misfeasance, bad faith, gross negligence, or reckless disregard by the Fund, Investment Manager, or their respective affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the 1933 Act), of their duties under this Agreement or the Advisory Agreement, or violation of applicable law. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results in an error in the net asset value of the Fund. For the avoidance of doubt, Investment Manager acknowledges that Subadviser does not provide the Fund or the Investment Manager with any valuation or pricing information regarding the investments of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the 0000 Xxx) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, including any of its affiliates and any of the Adviser officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (as defined below) shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager or the Trust Indemnitees”) as a result of any breach of this Agreement by Investment Manager or any error of judgment or mistake of law by the Adviser Subadviser with respect to the PortfolioFund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) Fund and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Investment Manager Indemnitees") Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law law, or otherwise arising out of or based on (i) any material breach of this Agreement, (ii) willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (iiiii) any untrue statement of a material fact regarding Subadviser contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact regarding Subadviser known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Investment Manager or the Trust Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iv) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Portfolios or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become be come subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Portfolios or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933 as amended ("1933 Act") (collectively, the "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (ia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of if its duties or obligations hereunder or (iib) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or hereunder, (ii) any untrue statement of a material fact related to the description of the Adviser contained in the Registration Statement or (iii) any violation of the Portfolio's investment policies as described in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Company or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the PortfolioCompany, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the ManagerCompany, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees"“Company Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Company Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Company or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Company or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser Adviser, its officers, directors and employees shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Manager, any shareholder of the Portfolio or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) MFS. MFS shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling pexxxxx xhereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, at common law or otherwise directly arising out of or based on (i) any gross negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser MFS which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written 6 933180 information furnished to the Manager IMCO or the Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. MFS shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, the Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees"“Adviser lndemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Adviser Indemnitees may become subject under the 1933 193 3 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by the Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, including any of its affiliates and any of the Adviser officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (as defined below) shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager or the Trust Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser Subadviser with respect to the PortfolioFund, except that that, subject to the provisions contained herein, nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) Fund and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Investment Manager Indemnitees") Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Registration StatementProspectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact regarding Subadviser known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Investment Manager or the Trust Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser; provided, however, that the Fund and Investment Manager Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation sustained as a result of willful misfeasance, bad faith, gross negligence, or reckless disregard by the Fund, Investment Manager, or their respective affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the 1933 Act), of their duties under this Agreement or the Advisory Agreement, or violation of applicable law. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager or its designee that Subadviser reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund; provided, further, that Subadviser shall not be liable for any such loss caused directly or indirectly as a result of inaccurate information provided by Investment Manager or its designee to Subadviser. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, ICM, any of its affiliates and any of the Adviser officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager or Subadviser, or any affiliated persons thereof (within the Trust meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund, Investment Manager and Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser ICM with respect to the PortfolioFund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser ICM for, and the Adviser ICM shall indemnify and hold harmless the TrustFund, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) Investment Manager and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") Subadviser Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund, Investment Manager and Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser ICM in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding ICM contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact regarding ICM known to the Adviser ICM which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Investment Manager or Subadviser or the Trust Fund by the Adviser ICM Indemnitees (as defined below) for use therein.; provided, however, that ICM has had a reasonable opportunity to review information regarding ICM contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser shall not nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Company as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall will indemnify and hold harmless the TrustCompany, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Xxx) and xnd all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Registration StatementProspectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust Company, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (a) SSGA FM. SSGA FM shall not be liable only for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, direct damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, AMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 0000 Xxx) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, AMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any gross negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser by SSGA FM in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, or reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser SSGA FM which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust in writing by the Adviser Indemnitees (as defined below) SSGA FM for use therein. SSGA FM shall indemnify and hold harmless the AMCO Indemnities for any and all such direct losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) arising solely as a result of gross negligence, willful misconduct, bad faith or reckless disregard by SSGA FM. AMCO acknowledges that SSGA FM does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in respect of the index which a Fund Account seeks to track.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) DRESDNER. Dresdner shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser Dresdner in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser Dresdner which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager IMCO or the Trust Company by the Adviser Indemnitees Dresdner Indemnities (as defined below) for use therein. Dresdner shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) MFS. MFS shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling pxxxxxx xxereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, at common law or otherwise directly arising out of or based on (i) any gross negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser MFS which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Manager IMCO or the Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. MFS shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (a) Subadviser. Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all direct losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, AMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1900 Xxx) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, AMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser by Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Manager AMCO or the Trust by the Adviser Indemnitees Subadviser Indemnities (as defined below) for use therein. Subadviser shall indemnify and hold harmless the AMCO Indemnities for any and all such losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses); provided, however, that in no case is Subadviser’s indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein; provided, however, that in no case is the Adviser's indemnity in favor of the Manager Indemnities deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such person's duties, or by reason of such person's reckless disregard of obligations and duties under this Agreement.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal legal, investigation and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment judgment, investment decision, or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal legal, investigation and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information necessary or required to be included therein that was furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser shall not nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager Adviser or the Trust Company as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to the Portfolioeach Fund, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall will indemnify and hold harmless the TrustCompany, the ManagerAdviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act 0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of a Sub- Adviser representation or warranty made herein, (ii) any willful misconduct, bad had faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Registration Statementprospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund(s) or the omission to state therein a material fact fhct known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust Company, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein.. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, the "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (ia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of if its duties or obligations hereunder or (iib) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) DRESDNER. Dresdner shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling pexxxxx xhereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser Dresdner in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser Dresdner which was required to be stated therein or necessary to make the 6 933044 statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager IMCO or the Trust Company by the Adviser Indemnitees Dresdner Indemnities (as defined below) for use therein. Dresdner shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorneys fees) incurred or suffered by the Manager or the Trust as a result of any error of judgment or judgment, mistake of law or other action or omission by the Sub-Adviser or its Affiliates with respect to the each Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Portfolio(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 ActSecurities Act of 1933) (collectively, the "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees Indemnities may become subject under the 1933 ActSecurities Act of 1933, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (ia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of if its duties or obligations hereunder or (iib) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein.

Liability and Indemnification. a. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, including any of its affiliates and any of the Adviser officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (as defined below) shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager or the Trust Indemnitees”) as a result of any breach of this Agreement by Investment Manager or any error of judgment or mistake of law by the Adviser Subadviser with respect to the PortfolioFund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser Subadviser for, and the Adviser Subadviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) Fund and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Investment Manager Indemnitees") Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law law, or otherwise arising out of or based on (i) any material breach of this Agreement, (ii) willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (iiiii) any untrue statement of a material fact regarding Subadviser contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Fund or the omission to state therein a material fact regarding Subadviser known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Investment Manager or the Trust Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iv) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other reasonable expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser (A) DRESDNER. Dresdner shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the Manager Indemnitees 1940 Act) and any controlling pexxxxx xhereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser Dresdner in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Adviser Dresdner which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager IMCO or the Trust by the Adviser Indemnitees Dresdner Indemnities (as defined below) for use therein. Dresdner shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability and Indemnification. a. A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Advisers nor any of their officers, partners, employees or agents (together the “Sub-Adviser Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Manager or the Trust as a result of any error of judgment or mistake of law by the Sub-Advisers or the Sub-Adviser Affiliates with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Advisers or the Sub-Adviser Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Manager Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law law, if the losses or otherwise arising claims arise out of or are based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the a Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration StatementProspectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the a Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Advisers do not make any warranty that the investment performance of the Portfolio will meet any particular standard, such as the performance of an index or another fund managed by a Sub-Adviser. The Sub-Advisers shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to the Portfolio in connection with fluctuations arising from market movements and other events outside the control of the Sub-Advisers.