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, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by a. Absent the 1940 Act Sub-Adviser’s breach of this Agreement or any other federal securities lawthe willful misconduct, Subadviserbad faith, any of its affiliates and any gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees, consultantsand controlling persons, or agents thereof the Sub-Adviser shall not be liable for any loses, claims, damages, liabilitiesact or omission in the course of, or litigation (including legal and other expenses) incurred connected with, rendering services hereunder or suffered by AEFC for any losses that may be sustained in the purchase, holding, or the Fund as a result sale of any error of judgment or mistake of law by Subadviser with respect to position; provided, however, that the Fund, except that nothing in this Agreement Sub-Adviser shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser be responsible for, and Subadviser shall indemnify and hold harmless the FundFund and the Adviser and each of their respective Trustees, AEFCmembers, all affiliated persons thereof (officers, employees, and shareholders, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 the “Securities Act"”)) (collectively, "AEFC Indemnitees") against harmless against, any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees Losses (as defined below) for use therein; arising out of or resulting from a “Trade Error” (iiias defined in the Procedures, as the same may be amended from time to time) caused by the negligent action or omission of the Sub-Adviser or its agent. The Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to any violation material changes to the definition of federal Trade Error becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or state statutes or regulations by Subadvisercourt order. It is further understood acknowledged and agreed that Subadviser may rely upon information furnished any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it by AEFC is acknowledged and agreed that it reasonably believes to be accurate the Fund is a third party beneficiary of the indemnity granted in this Section 9(a) and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faithSection 9(c) below, and therefore nothing herein shall in any way constitute a waiver the indemnity is intended to cover claims by the Fund, the Trust (on behalf of limitation of any rights which AEFC may have under any securities lawsthe Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section.

Liability and Indemnification. (a) Except as may otherwise be provided by a. Absent the 1940 Act Sub-Adviser’s breach of this Agreement or any other federal securities lawthe willful misconduct, Subadviserbad faith, any of its affiliates and any gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, employeespartners, consultantsagents, or agents thereof employees and controlling persons, the Sub-Adviser shall not be liable for any loses, claims, damages, liabilitiesact or omission in the course of, or litigation (including legal and other expenses) incurred connected with, rendering services hereunder or suffered by AEFC for any losses that may be sustained in the purchase, holding or the Fund as a result sale of any error of judgment or mistake of law by Subadviser with respect to position; provided, however, that the Fund, except that nothing in this Agreement Sub-Adviser shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser be responsible for, and Subadviser shall indemnify and hold harmless the FundFund and the Adviser and each of their respective Trustees, AEFCmembers, all affiliated persons thereof (officers, employees and shareholders, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 the “Securities Act"”)) (collectively, "AEFC Indemnitees") against harmless against, any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees Losses (as defined below) for use therein; arising out of or resulting from a “Trade Error” (iiias defined in the Compliance Manual of the Fund, as the same may be amended from time to time) caused by the negligent action or omission of the Sub-Adviser or its agent. The Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to any violation material changes to the definition of federal Trade Error becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or state statutes or regulations by Subadvisercourt order. It is further understood acknowledged and agreed that Subadviser may rely upon information furnished any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it by AEFC is acknowledged and agreed that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities the Fund is a third party beneficiary of the indemnity granted in certain circumstances on persons who act in good faiththis Section 9(a), and therefore nothing herein shall in any way constitute a waiver the indemnity is intended to cover claims by the Fund, the Trust (on behalf of limitation of any rights which AEFC may have under any securities lawsthe Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, SubadviserSubadvisor, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser Subadvisor with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser Subadvisor for, and Subadviser Subadvisor shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser Subadvisor in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser Subadvisor 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 AEFC or the Fund by the Subadviser Subadvisor Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by SubadviserSubadvisor. It is further understood and agreed that Subadviser Subadvisor may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (together its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolios, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common lawlaw or otherwise, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolios or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, SubadviserSub-Adviser, any of its affiliates affiliates, and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC a Fund, the 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 1933 Act) (collectively, “Fund and Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser Sub-Adviser with respect to the a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser Sub-Adviser for, and Subadviser Sub-Adviser shall indemnify and hold harmless the FundFund and Manager Indemnitees against, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Fund and 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 of: (i) any willful misconductmisfeasance, bad faith, reckless disregard, or gross negligence of Subadviser Sub-Adviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Sub-Adviser contained in the applicable Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the a Fund or the omission to state therein a material fact known to Subadviser regarding 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 written information furnished to AEFC the Manager or the a Fund by the Subadviser Sub-Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by SubadviserSub-Adviser. It is further understood and agreed that Subadviser Sub-Adviser may rely upon information furnished to it by AEFC the Manager that it reasonably believes to be accurate and reliable. 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 AEFC the Manager may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) in writing specifically for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by a. Absent the 1940 Act Sub-Adviser’s breach of this Agreement or any other federal securities lawthe willful misconduct, Subadviserbad faith, any of its affiliates and any gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees, consultantsand controlling persons, or agents thereof the Sub-Adviser shall not be liable for any loses, claims, damages, liabilitiesact or omission in the course of, or litigation (including legal and other expenses) incurred connected with, rendering services hereunder or suffered by AEFC for any losses that may be sustained in the purchase, holding, or the Fund as a result sale of any error position; provided, however, that the obligations of judgment the Sub-Adviser with respect to a “Trade Error” or mistake “Compliance Error” (as defined in the Procedures, as the same may be amended from time to time) shall be as set forth in the Procedures. Prior to effecting any material change to the definitions in the Procedures of law by Subadviser Trade Error or Compliance Error (or to any associated obligations or liabilities of the Sub-Adviser), the Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to the material change becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged and agreed that any Trade Error or Compliance Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, except it is acknowledged and agreed that nothing the Fund is a third party beneficiary of the indemnity granted in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser forSection 9(a) and Section 9(c) below, and Subadviser shall indemnify and hold harmless the indemnity is intended to cover claims by the Fund, AEFC, all affiliated persons thereof the Trust (within the meaning of Section 2(a)(3) on behalf of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act"Fund)) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) the Adviser against the Sub-Adviser for recovery pursuant to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities lawsthis section.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (together its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates affiliates, and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC the Fund, 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 1933 Act) (collectively, "Fund and Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the FundFund and Manager Indemnitees against, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Fund and 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to regarding the 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 AEFC Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC Manager that it reasonably believes to be accurate and reliable. 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 AEFC Manager may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 contained in reliance upon written information furnished fursnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood herein and agreed that Subadviser may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities was reporduced without material change 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 AEFC may have under any securities lawsthe Trust's materials.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, niether the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof shall not employees (its "Affiliates")shall be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC the Fund, Investment Manager, or any of its 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 1933 Act) (collectively, "Fund and Investment Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Investment 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to 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 AEFC Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC Investment Manager that it reasonably believes to be accurate and reliable. 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 AEFC Investment Manager may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood therein and agreed that Subadviser may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities was reproduced without material change 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 AEFC may have under any securities lawsthe Trust’s materials.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion by the Adviser or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, SubadviserSubadvisor, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any ordinary negligence, error of judgment or mistake of fact or law by Subadviser Subadvisor with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser Subadvisor for, and Subadviser Subadvisor shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) AEFC and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise to the extent arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser Subadvisor in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser Subadvisor 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) Subadvisor for use therein; or (iii) any violation of federal or state statutes or regulations by SubadviserSubadvisor. It is further understood and agreed that Subadviser Subadvisor may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may otherwise have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Advisers nor any of its affiliates and any of the their officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolios, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Advisers or their Affiliates for, and Subadviser the Advisers shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser the Advisers 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 AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, SubadviserSubadvisor, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser Subadvisor with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser Subadvisor for, and Subadviser Subadvisor shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser Subadvisor in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser Subadvisor 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 AEFC or the Fund by the Subadviser Subadvisor Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by SubadviserSubadvisor. It is further understood and agreed that Subadviser Subadvisor may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser which the Adviser that 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 AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (together its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common lawlaw or otherwise, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written and conformity with information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, niether the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; therein and was reproduced without material change in the Trust's materials, provided, however, that the Adviser shall have no liability under this Section 5A.(ii) to the extent the Adviser informed the Manager or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed the Trust that Subadviser may rely upon such information furnished to it by AEFC that it reasonably believes to be accurate and was not reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio which statement was prepared or approved by the Adviser expressly for use therein, or the omission to state therein in such approved materials, a material fact known to Subadviser 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 written information furnished to AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, SubadviserSub-Adviser, any of its affiliates affiliates, and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC the Fund, Adviser, 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 1933 Act) (collectively, “Fund and Adviser Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser Sub-Adviser for, and Subadviser Sub-Adviser shall indemnify and hold harmless the FundFund and Adviser Indemnitees against, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Fund and 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 of: (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser Sub-Adviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Sub-Adviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser regarding 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 written information furnished to AEFC Adviser or the Fund by the Subadviser Sub-Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by SubadviserSub-Adviser. It is further understood and agreed that Subadviser Sub-Adviser may rely upon information furnished to it by AEFC Adviser that it reasonably believes to be accurate and reliable. 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 AEFC Adviser may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC 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 Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) Fund and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.,

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolios, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolios or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Corporation as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundCorporation, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Corporation by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood therein and agreed that Subadviser may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities was reproduced without material change 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 AEFC may have under any securities lawsthe Corporation's materials.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "“AEFC Indemnitees"”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC the Fund, Investment Manager, or any of its 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 1933 Act) (collectively, "Fund and Investment Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Investment 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to 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 AEFC Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC Investment Manager that it reasonably believes to be accurate and reliable. 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 AEFC Investment Manager may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any material 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Advisers nor any of its affiliates and any of the their officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Advisers or their Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Advisers or their Affiliates for, and Subadviser the Advisers shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Advisers in the their performance of any of its their duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser the Advisers 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 AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, directors members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on on, (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundFunds, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolios, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (together its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (together its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 contained in reliance upon written information furnished fursnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood herein and agreed that Subadviser may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities was reporduced without material change 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 AEFC may have under any securities lawsthe Trust’s materials.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, niether the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof shall not employees (its “Affiliates”)shall be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion which statement was prepared or approved by the Adviser expressly for use therein, or the omission to state therein in such approved materials, a material fact known to Subadviser 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 written information furnished to AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the each Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or AEFC, the Fund or its shareholders as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx controllinx xxxxxxs (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser which the Adviser that 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 AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolios or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund each Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished in writing to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) 4. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the partners, officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 that AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundAllocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundAllocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Corporation as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundCorporation, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Corporation by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 solely in reliance upon written information furnished in writing to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (together its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common lawlaw or otherwise, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, SubadviserSub-Adviser, any of its affiliates affiliates, and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC a Fund, the 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 1933 Act) (collectively, “Fund and Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser Sub-Adviser with respect to the a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser Sub-Adviser for, and Subadviser Sub-Adviser shall indemnify and hold harmless the FundFund and Manager Indemnitees against, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Fund and 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 of: (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser Sub-Adviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Sub-Adviser contained in the applicable Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the a Fund or the omission to state therein a material fact known to Subadviser regarding 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 written information furnished to AEFC the Manager or the a Fund by the Subadviser Sub-Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by SubadviserSub-Adviser. It is further understood and agreed that Subadviser Sub-Adviser may rely upon information furnished to it by AEFC Adviser that it reasonably believes to be accurate and reliable. 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 AEFC the Manager may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Sub-Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Adviser or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Sub-Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Sub-Adviser or its Affiliates for, and Subadviser the Sub-Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Sub-Adviser in the performance of any of its duties or obligations hereunder; , (ii) any breach of any duty or warranty hereunder of the Sub-Adviser or any inaccuracy of any representation of the Sub-Adviser hereunder, (iii) subject to section 3C above, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (iv) subject to section 3C above, the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction delivered to the Sub-Adviser in writing by the Board of Trustees or the Adviser prior thereto, by reason of any action or omission of the Sub-Adviser, (v) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Adviser or the Fund Trust by the Subadviser Sub-Adviser Indemnitees (as defined below) for use therein; . The Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“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 Investment Company Act, the Advisers Act, or under any other statute, 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 in the performance of any of its duties or obligations hereunder, (ii) any breach of any duty or warranty hereunder of the Adviser or any inaccuracy of any representation of the Adviser hereunder, (iii) any violation untrue statement of federal a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state statutes therein a material fact known to the Adviser which was required to be stated therein or regulations by Subadviser. It is further understood and agreed that Subadviser may rely necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to it the Sub-Adviser by AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities lawsthe Adviser Indemnitees 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, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolios or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC the Fund, Investment Manager, or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controllxxx xxxxons thereof (as described in Section 15 of the 1933 Act) (collectively, "Fund and Investment Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Investment 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to 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 AEFC Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC Investment Manager that it reasonably believes to be accurate and reliable. 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 AEFC Investment Manager may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, member or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, AEFC, or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, "Fund and AEFC or the Fund Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Corporation as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundCorporation, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Corporation by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates affiliates, and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC the Fund, Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx) or controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, "Fund and Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the FundFund and Manager Indemnitees against, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Fund and 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to regarding the 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 AEFC Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC Manager that it reasonably believes to be accurate and reliable. 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 AEFC Manager may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultantsmembers, or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Corporation as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundCorporation, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Corporation by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund provided by Subadviser or the omission to state therein a material fact known to Subadviser (and not also to AEFC) which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon written information furnished to AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state securities statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultantsmembers, or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the partners, officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx controllixx xxxxons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, SubadviserSub-Adviser, any of its affiliates affiliates, and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC the Funds, Adviser, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, “Fund and Adviser Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser Sub-Adviser with respect to the FundFunds, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser Sub-Adviser for, and Subadviser Sub-Adviser shall indemnify and hold harmless the FundFund and Adviser Indemnitees against, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Fund and 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 of: (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser Sub-Adviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Sub-Adviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Funds or the omission to state therein a material fact known to Subadviser regarding 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 written information furnished to AEFC Adviser or the Fund Funds by the Subadviser Sub-Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by SubadviserSub-Adviser. It is further understood and agreed that Subadviser Sub-Adviser may rely upon information furnished to it by AEFC Adviser that it reasonably believes to be accurate and reliable. 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 AEFC Adviser may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities 1933 Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directorspartners, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC the Fund, Investment Manager, or any of its 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 1933 Act) (collectively, "Fund and Investment Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Investment 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any knowingly untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the material omission to state therein a material fact regarding the Subadviser known to 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 AEFC Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC Investment Manager that it reasonably believes to be accurate and reliable. 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 AEFC Investment Manager may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof The Sub-Adviser shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC or the Adviser, the Fund or any of their affiliates as a result of any error of judgment or mistake of law by Subadviser the Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Sub-Adviser for, and Subadviser the Sub-Adviser shall indemnify and hold harmless the FundAdviser, AEFC, all its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) Fund (collectively, the "AEFC IndemniteesIndemnities") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common lawlaw or otherwise, or otherwise arising out of or based on (ia) the Sub-Adviser causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Prospectus or Statement of Additional Information or any written policies, procedures, guidelines or instructions provided in writing to the Sub-Adviser by the Trustees or the Adviser, (b) the Sub-Adviser causing the Fund to fail to satisfy the diversification requirements or source of income requirements of Subchapter M of the Code, or (c) the Sub-Adviser's willful misconductmisfeasance, bad faith, reckless disregard, faith or gross negligence of Subadviser generally in the performance of any its duties hereunder or its reckless disregard of its obligations and duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities lawsthis Agreement.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviserthe Adviser, any of its affiliates and any of the officers, directors, employees, consultants, consultants or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser with respect to the FundPortfolios, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Portfolios or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviserthe Adviser. It is further understood and agreed that Subadviser the Adviser may rely upon information furnished to it by AEFC from the Manager that it reasonably believes to be accurate and reliable. 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 AEFC the Manager may have under any securities laws.

Liability and Indemnification. (aA) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser NTI. NTI shall indemnify and hold harmless the Company, a Fund, AEFCIMCO, all any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all any controlling xxxxxxx perxxxx xxxreof (as described in Section 15 of the Securities Act of 1933, as amended ("the 1933 Act")Act))(collectively, IMCO Indemnitees) (collectively, "AEFC Indemnitees") against for any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) THIS NUMBER SHOULD APPEAR ON ALL INVOICES USAA Contract Number: 1014699-000 (collectively, Losses) to which any of the AEFC IMCO 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 negligence, willful misconduct, bad faith, faith or reckless disregard, or gross negligence disregard of Subadviser NTI in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Funds or the omission to state therein a material fact known to Subadviser NTI 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 in writing to AEFC IMCO or the Fund Company by the Subadviser NTI Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by a. Absent the 1940 Act Sub-Adviser’s breach of this Agreement or any other federal securities lawthe willful misconduct, Subadviserbad faith, any of its affiliates and any gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, employeespartners, consultantsagents, or agents thereof employees and controlling persons, the Sub-Adviser shall not be liable for any loses, claims, damages, liabilitiesact or omission in the course of, or litigation (including legal and other expenses) incurred connected with, rendering services hereunder or suffered by AEFC for any losses that may be sustained in the purchase, holding or the Fund as a result sale of any error of judgment or mistake of law by Subadviser with respect to position; provided, however, that the Fund, except that nothing in this Agreement Sub-Adviser shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser be responsible for, and Subadviser shall indemnify and hold harmless the FundFund and the Adviser and each of their respective Trustees, AEFCmembers, all affiliated persons thereof (officers, employees and shareholders, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the U.S. Securities Act of 1933, as amended ("1933 the “Securities Act"”)) (collectively, "AEFC Indemnitees") against harmless against, any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees Losses (as defined below) arising out of or resulting from a “Trade Error” (as defined in the Compliance Manual of the Fund, as the same may be amended from time to time) caused by the negligent action or omission of the Sub-Adviser or its agent; but only to the extent that such agent has not already reimbursed the Fund and/or the Adviser, as applicable, for use therein; any and all Losses caused by the negligent action or (iii) omission of such agent. The Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to any violation material changes to the definition of federal Trade Error becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or state statutes or regulations by Subadvisercourt order. It is further understood acknowledged and agreed that Subadviser may rely upon information furnished any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it by AEFC is acknowledged and agreed that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities the Fund is a third party beneficiary of the indemnity granted in certain circumstances on persons who act in good faiththis Section 9(a), and therefore nothing herein shall in any way constitute a waiver the indemnity is intended to cover claims by the Fund, the Trust (on behalf of limitation of any rights which AEFC may have under any securities lawsthe Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC Investment Manager or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFCInvestment Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Investment Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Investment 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC Investment Manager that it reasonably believes to be accurate and reliable. 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 AEFC Investment Manager may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser which the Adviser that 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 AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the partners, officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundFunds, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Corporation as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundCorporation, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to regarding the Fund Adviser or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Corporation by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, SubadviserSubadvisor, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC Investment Manager or the Fund as a result of any error of judgment or mistake of law by Subadviser Subadvisor with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser Subadvisor for, and Subadviser Subadvisor shall indemnify and hold harmless the Fund, AEFCInvestment Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Investment Manager Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Investment 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 Subadviser Subadvisor in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser Subadvisor 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 AEFC Investment Manager or the Fund by the Subadviser Subadvisor Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by SubadviserSubadvisor. It is further understood and agreed that Subadviser Subadvisor may rely upon information furnished to it by AEFC Investment Manager that it reasonably believes to be accurate and reliable. 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 AEFC Investment Manager may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its "Affiliates") shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written and conformity with information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or . [NOTWITHSTANDING THE FOREGOING, THE ADVISER SHALL NOT BE LIABLE TO ANY OF THE MANAGER INDEMNITIES THAT MAY BE SUSTAINED AS A RESULT OF (iiiI) 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 AEFC that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faithINSTRUCTIONS PROVIDED BY THE ADVISER TO THE MANAGER OR THE FUND'S CUSTODIAN OR ADMINISTRATOR IF THE RECIPIENT HAD REASON TO BELIEVE THAT SUCH INSTRUCTION WAS NOT GENUINE OR AUTHORIZED, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which AEFC may have under any securities lawsOR (II) DELAYS IN OR THE INACCURACY OF INFORMATION PROVIDED TO THE ADVISER PURSUANT TO SECTION 24.C. OF THIS AGREEMENT.]

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, AEFC, or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persoxx thereof (as described in Section 15 of the 1933 Act) (collectively, "Fund and AEFC or the Fund Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any knowingly untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the knowing omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable, including information provided under Paragraph 1(a)(v). 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, niether the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof shall not employees (its “Affiliates”)shall be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the FundPortfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, niether the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof shall employees (its "Affiliates")shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Manager Indemnitees") against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (together its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fundeach Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common lawlaw or otherwise, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund each Portfolio or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on on, (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished by the Adviser to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, Subadviser, neither the Adviser nor any of its affiliates and any of the officers, directors, employees, consultants, directors members or agents thereof employees (its “Affiliates”) shall not be liable for any loseslosses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) incurred or suffered by AEFC the Manager or the Fund Trust as a result of any error of judgment or mistake of law by Subadviser the Adviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, waive or limit the liability of Subadviser the Adviser or its Affiliates for, and Subadviser the Adviser shall indemnify and hold harmless the FundTrust, AEFCthe Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Investment Company Act) and all controlling xxxxxxx persons (as described in Section 15 of the Securities Act of 1933, as amended ("“1933 Act"”)) (collectively, "AEFC “Manager Indemnitees"”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which any of the AEFC 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, law or otherwise arising out of or based on on, (i) any willful misconduct, bad faith, reckless disregard, disregard or gross negligence of Subadviser the Adviser in the performance of any of its duties or obligations hereunder; hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund Allocated Portion or the omission to state therein a material fact known to Subadviser 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 written information furnished to AEFC the Manager or the Fund Trust by the Subadviser Adviser Indemnitees (as defined below) for use therein; or (iii) 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any loseslosses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC 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 Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to 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 AEFC or the Fund by the Subadviser Indemnitees (as defined below) specifically for use therein; or (iii) any material 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 AEFC that it reasonably believes to be accurate and reliable. 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 AEFC may have under any securities laws.