Common use of Standard of Care; Limitation of Liability; Indemnification Clause in Contracts

Standard of Care; Limitation of Liability; Indemnification. FFC, in performing under the terms and conditions of this Agreement, shall use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status hereunder or for any reasonable actions taken or omitted in good faith. As an inducement to FFC's undertaking to render these services, the Fund hereby agrees to indemnify and hold harmless FFC, its employees, agents, officers and trustees, from any and all loss, liability and expense, including any legal expenses, arising out of FFC's performance under this Agreement, or status, or any act or omission of FFC, its employees, agents, officers and trustees; provided that this indemnification shall not apply to FFC's actions taken or failures to act in cases of FFC's own bad faith, willful misconduct or gross negligence performance of its duties under this Agreement; and provided further that FFC shall give the Fund notice and reasonable opportunity to defend against any such loss, claim, damage, liability or expense in the name of the Fund or FFC, or both. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim or demand, and to retain counsel of good standing chosen by the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by FFC, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any one law firm retained as counsel by FFC or them. FFC may, at any time, waive its right to indemnification hereunder and assume its own defense. Without limitation of the foregoing:

Standard of Care; Limitation of Liability; Indemnification. FFC, in performing under the terms and conditions of this Agreement, shall use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status hereunder or for any reasonable actions taken or omitted in good faith. As an inducement to FFC's undertaking to render these services, the Fund hereby agrees to indemnify and hold harmless FFC, its employees, agents, officers and trustees, from any and all loss, liability and expense, including any legal expenses, arising out of FFC's performance under this Agreement, or status, or any act or omission of FFC, its employees, agents, officers and trustees; provided that this indemnification shall not apply to FFC's actions taken or failures to act in cases of FFC's own bad faith, willful misconduct or gross negligence in the performance of its duties under this Agreement; and provided further that FFC shall give the Fund notice and reasonable opportunity to defend against any such loss, claim, damage, liability or expense in the name of the Fund or FFC, or both. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim or demand, and to retain counsel of good standing chosen by the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by FFC, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any one law firm retained as counsel by FFC or them. FFC may, at any time, waive its right to indemnification hereunder and assume its own defense. Without limitation of the foregoing:

Standard of Care; Limitation of Liability; Indemnification. FFCThe duties of the BISYS shall be confined to those expressly set forth herein, and to its obligations as fund accountant. BISYS shall comply with all. laws applicable to it and shall exercise reasonable care in performing the performance of all of its obligations under the terms and conditions of this Agreement, but shall use not be liable to the Trust for any action taken or omitted by BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its best judgment obligations and efforts in rendering the services described hereinduties. BISYS assumes no responsibility hereunder, and shall incur no liability for its status hereunder or not be liable, for any damages, loss of data, delay or other loss whatsoever caused by events beyond its reasonable actions taken or omitted in good faithcontrol. As an inducement to FFC's undertaking to render these services, the Fund hereby The Trust agrees to indemnify and hold harmless FFCBISYS, its employees, agents, directors, officers and trustees, nominees from and against any and all lossclaims, liability demands, actions and expensesuits, including whether groundless or otherwise, and from and against any legal expensesand all judgments, liabilities, losses, damages, costs, charges, fines, assessments, reasonable fees of counsel selected as specified below and other reasonable expenses (collectively, “Losses”) arising out of FFC's or in any way relating to BISYS’ performance of Services under this AgreementAgreement or based, if applicable, upon reasonable reliance on information, records, instructions or statusrequests given or made to BISYS by the Trust or the investment adviser to the Trust, and on any information provided by any custodian or any act or omission of FFC, its employees, agents, officers and trusteesService Provider to the Trust; provided that this indemnification shall not apply to FFC's actions taken or failures to act omissions of BISYS in cases of FFC's its own bad faith, willful misconduct misfeasance, negligence or gross negligence performance the reckless disregard of its duties under this Agreementobligations and duties; and further provided further that FFC BISYS shall give the Fund Trust written notice of and reasonable opportunity to defend against any such loss, claim, damage, liability claim in its own name or expense in the name of BISYS. BISYS shall indemnify, defend, and hold harmless the Fund Trust, its employees, agents, trustees, officers and nominees from and against Losses resulting directly and proximately from BISYS’ willful misfeasance, bad faith, negligence or FFCreckless disregard of its obligations and duties with respect to the performance of Services under this Agreement, or bothincluding the Schedules and Exhibits hereto. The Fund rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case one party may be asked to indemnify the other party or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will promptly identify and notify the indemnifying party concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. As to any matter eligible for indemnification, an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not effect any settlement or confess judgment without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any such claim or demand, and claims subject to retain counsel of good standing chosen by this indemnity provision. If the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel of good standing approved by FFCcounsel, the defendant or defendants in such suit indemnified party shall bear the fees and expenses of any additional counsel retained by any of them; but in case it. If the Fund indemnifying party does not elect to assume the defense of any such a suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, indemnified party for the reasonable fees and expenses of counsel retained by the indemnified party. BISYS may apply to the Trust at any one law firm retained as counsel by FFC or them. FFC time for instructions and may, at in consultation with the Trust, consult the Trust’s auditors and other experts retained by the Trust with respect to any timematter arising in connection with the BISYS’ duties in relation to the Trust, waive its right and BISYS shall not be liable or accountable for any action reasonably taken or omitted by it in good faith in accordance with such instructions. The Trust shall approve in advance any fees or costs to indemnification hereunder be incurred to auditors or other experts in connection with any such consultation. Also, BISYS shall be protected in acting upon any document which it reasonably believes to be genuine and assume its own defenseto have been signed or presented by the properly authorized person or persons. Without limitation BISYS will not be held to have notice of any change of authority of any officers, employees or agents of the foregoing:Trust until receipt of written notice thereof from the Trust. As used in this paragraph and the preceding paragraphs of this Article 5, the term “BISYS” shall include partners, officers, employees and other agents of BISYS as well as BISYS itself. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement with respect to actions or inactions taken during the term of this Agreement. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The indemnification provisions set forth herein shall survive the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. FFCThe duties of the BISYS shall be confined to those expressly set forth herein, and to its obligations as fund accountant. BISYS shall comply with all laws applicable to it and shall exercise reasonable care in performing the performance of all of its obligations under the terms and conditions of this Agreement, but shall use not be liable to the Trust for any action taken or omitted by BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its best judgment obligations and efforts in rendering the services described hereinduties. BISYS assumes no responsibility hereunder, and shall incur no liability for its status hereunder or not be liable, for any damages, loss of data, delay or other loss whatsoever caused by events beyond its reasonable actions taken or omitted in good faithcontrol. As an inducement to FFC's undertaking to render these services, the Fund hereby The Trust agrees to indemnify and hold harmless FFCBISYS, its employees, agents, directors, officers and trustees, nominees from and against any and all lossclaims, liability demands, actions and expensesuits, including whether groundless or otherwise, and from and against any legal expensesand all judgments, liabilities, losses, damages, costs, charges, fines, assessments, reasonable fees of counsel selected as specified below and other reasonable expenses (collectively, “Losses”) arising out of FFC's or in any way relating to BISYS’ performance of Services under this AgreementAgreement or based, if applicable, upon reasonable reliance on information, records, instructions or statusrequests given or made to BISYS by the Trust or the investment adviser to the Trust, and on any information provided by any custodian or any act or omission of FFC, its employees, agents, officers and trusteesService Provider to the Trust; provided that this indemnification shall not apply to FFC's actions taken or failures to act omissions of BISYS in cases of FFC's its own bad faith, willful misconduct misfeasance, negligence or gross negligence performance the reckless disregard of its duties under this Agreementobligations and duties; and further provided further that FFC BISYS shall give the Fund Trust written notice of and reasonable opportunity to defend against any such loss, claim, damage, liability claim in its own name or expense in the name of BISYS. BISYS shall indemnify, defend, and hold harmless the Fund Trust, its employees, agents, trustees, officers and nominees from and against Losses resulting directly and proximately from BISYS’ willful misfeasance, bad faith, negligence or FFCreckless disregard of its obligations and duties with respect to the performance of Services under this Agreement, or bothincluding the Schedules and Exhibits hereto. The Fund rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case one party may be asked to indemnify the other party or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will promptly identify and notify the indemnifying party concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. As to any matter eligible for indemnification, an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not effect any settlement or confess judgment without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any such claim or demand, and claims subject to retain counsel of good standing chosen by this indemnity provision. If the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel of good standing approved by FFCcounsel, the defendant or defendants in such suit indemnified party shall bear the fees and expenses of any additional counsel retained by any of them; but in case it. If the Fund indemnifying party does not elect to assume the defense of any such a suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, indemnified party for the reasonable fees and expenses of counsel retained by the indemnified party. BISYS may apply to the Trust at any one law firm retained as counsel by FFC or them. FFC time for instructions and may, at in consultation with the Trust, consult the Trust’s auditors and other experts retained by the Trust with respect to any timematter arising in connection with the BISYS’ duties in relation to the Trust, waive its right and BISYS shall not be liable or accountable for any action reasonably taken or omitted by it in good faith in accordance with such instructions. The Trust shall approve in advance any fees or costs to indemnification hereunder be incurred to auditors or other experts in connection with any such consultation. Also, BISYS shall be protected in acting upon any document which it reasonably believes to be genuine and assume its own defenseto have been signed or presented by the properly authorized person or persons. Without limitation BISYS will not be held to have notice of any change of authority of any officers, employees or agents of the foregoing:Trust until receipt of written notice thereof from the Trust. As used in this paragraph and the preceding paragraphs of this Article 5, the term “BISYS” shall include partners, officers, employees and other agents of BISYS as well as BISYS itself. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement with respect to actions or inactions taken during the term of this Agreement. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The indemnification provisions set forth herein shall survive the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. FFCThe duties of BISYS shall be confined to those expressly set forth herein, and to its obligations as administrator. BISYS shall comply with all laws applicable to it and shall exercise reasonable care in performing the performance of all of its obligations under the terms and conditions of this Agreement, but shall use not be liable to the Trust for any action taken or omitted by BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its best judgment obligations and efforts in rendering the services described hereinduties. BISYS assumes no responsibility hereunder, and shall incur no liability for its status hereunder or not be liable, for any damages, loss of data, delay or other loss whatsoever caused by events beyond its reasonable actions taken or omitted in good faithcontrol. As an inducement to FFC's undertaking to render these services, the Fund hereby The Trust agrees to indemnify and hold harmless FFCBISYS, its employees, agents, directors, officers and trustees, nominees from and against any and all lossclaims, liability demands, actions and expensesuits, including whether groundless or otherwise, and from and against any legal expensesand all judgments, liabilities, losses, damages, costs, charges, fines, assessments, reasonable fees of counsel selected as specified below and other reasonable expenses (collectively, “Losses”) arising out of FFC's or in any way relating to BISYS’ performance of Services under this AgreementAgreement or based, if applicable, upon reasonable reliance on information, records, instructions or statusrequests given or made to BISYS by the Trust or the investment adviser to the Trust, and on any information provided by any custodian or any act or omission of FFC, its employees, agents, officers and trusteesService Provider to the Trust; provided that this indemnification shall not apply to FFC's actions taken or failures to act omissions of BISYS in cases of FFC's its own bad faith, willful misconduct misfeasance, negligence or gross negligence performance the reckless disregard of its duties under this Agreementobligations and duties; and further provided further that FFC BISYS shall give the Fund Trust written notice of and reasonable opportunity to defend against any such loss, claim, damage, liability claim in its own name or expense in the name of BISYS. BISYS shall indemnify, defend, and hold harmless the Fund Trust, its employees, agents, trustees, officers and nominees from and against Losses resulting directly and proximately from BISYS’ willful misfeasance, bad faith, negligence or FFCreckless disregard of its obligations and duties with respect to the performance of Services under this Agreement, or bothincluding the Schedules and Exhibits hereto. The Fund rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case one party may be asked to indemnify the other party or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will promptly identify and notify the indemnifying party concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. As to any matter eligible for indemnification, an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not effect any settlement or confess judgment without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any such claim or demand, and claims subject to retain counsel of good standing chosen by this indemnity provision. If the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel of good standing approved by FFCcounsel, the defendant or defendants in such suit indemnified party shall bear the fees and expenses of any additional counsel retained by any of them; but in case it. If the Fund indemnifying party does not elect to assume the defense of any such a suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, indemnified party for the reasonable fees and expenses of counsel retained by the indemnified party. BISYS may apply to the Trust at any one law firm retained as counsel by FFC or them. FFC time for instructions and may, at in consultation with the Trust, consult the Trust’s auditors and other experts retained by the Trust with respect to any timematter arising in connection with BISYS’ duties in relation to the Trust, waive its right and BISYS shall not be liable or accountable for any action reasonably taken or omitted by it in good faith in accordance with such instructions. The Trust shall approve in advance any fees or costs to indemnification hereunder be incurred to auditors or other experts in connection with any such consultation. Also, BISYS shall be protected in acting upon any document which it reasonably believes to be genuine and assume its own defenseto have been signed or presented by the properly authorized person or persons. Without limitation BISYS will not be held to have notice of any change of authority of any officers, employees or agents of the foregoing:Trust until receipt of written notice thereof from the Trust. As used in this paragraph and the preceding paragraphs of this Article 5, the term “BISYS” shall include partners, officers, employees and other agents of BISYS as well as BISYS itself. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement with respect to actions or inactions taken during the term of this Agreement. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The indemnification provisions set forth herein shall survive the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. FFCThe duties of the BISYS shall be confined to those expressly set forth herein, and to its obligations as fund accountant. BISYS shall comply with all. laws applicable to it and shall exercise reasonable care in performing the performance of all of its obligations under the terms and conditions of this Agreement, but shall use not be liable to the Trust for any action taken or omitted by BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its best judgment obligations and efforts in rendering the services described hereinduties. BISYS assumes no responsibility hereunder, and shall incur no liability for its status hereunder or not be liable, for any damages, loss of data, delay or other loss whatsoever caused by events beyond its reasonable actions taken or omitted in good faithcontrol. As an inducement to FFC's undertaking to render these services, the Fund hereby The Trust agrees to indemnify and hold harmless FFCBISYS, its employees, agents, directors, officers and trustees, nominees from and against any and all lossclaims, liability demands, actions and expensesuits, including whether groundless or otherwise, and from and against any legal expensesand all judgments, liabilities, losses, damages, costs, charges, fines, assessments, reasonable fees of counsel selected as specified below and other reasonable expenses (collectively, “Losses”) arising out of FFC's or in any way relating to BISYS’ performance of Services under this AgreementAgreement or based, if applicable, upon reasonable reliance on information, records, instructions or statusrequests given or made to BISYS by the Trust or the investment adviser to the Trust, and on any information provided by any custodian or any act or omission of FFC, its employees, agents, officers and trusteesService Provider to the Trust; provided that this indemnification shall not apply to FFC's actions taken or failures to act omissions of BISYS in cases of FFC's its own bad faith, willful misconduct misfeasance, negligence or gross negligence performance the reckless disregard of its duties under this Agreementobligations and duties; and further provided further that FFC BISYS shall give the Fund Trust written notice of and reasonable opportunity to defend against any such loss, claim, damage, liability claim in its own name or expense in the name of BISYS. BISYS shall indemnify, defend, and hold harmless the Fund Trust, its employees, agents, trustees, officers and nominees from and against Losses resulting directly and proximately from BISYS’ willful misfeasance, bad faith, negligence or FFCreckless disregard of its obligations and duties with respect to the performance of Services under this Agreement, or bothincluding the Schedules and Exhibits hereto. The Fund rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case one party may be asked to indemnify the other party or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will promptly identify and notify the indemnifying party concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. As to any matter eligible for indemnification, an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not effect any settlement or confess judgment without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any such claim or demand, and claims subject to retain counsel of good standing chosen by this indemnity provision. If the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel of good standing approved by FFCcounsel, the defendant or defendants in such suit indemnified party shall bear the fees and expenses of any additional counsel retained by any of them; but in case it. If the Fund indemnifying party does not elect to assume the defense of any such a suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, indemnified party for the reasonable fees and expenses of counsel retained by the indemnified party. BISYS may apply to the Trust at any one law firm retained as counsel by FFC or them. FFC time for instructions and may, at in consultation with the Trust, consult the Trust’s auditors and other experts retained by the Trust with respect to any timematter arising in connection with the BISYS' duties in relation to the Trust, waive its right and BISYS shall not be liable or accountable for any action reasonably taken or omitted by it in good faith in accordance with such instructions. The Trust shall approve in advance any fees or costs to indemnification hereunder be incurred to auditors or other experts in connection with any such consultation. Also, BISYS shall be protected in acting upon any document which it reasonably believes to be genuine and assume its own defenseto have been signed or presented by the properly authorized person or persons. Without limitation BISYS will not be held to have notice of any change of authority of any officers, employees or agents of the foregoing:Trust until receipt of written notice thereof from the Trust. As used in this paragraph and the preceding paragraphs of this Article 5, the term “BISYS” shall include partners, officers, employees and other agents of BISYS as well as BISYS itself. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement with respect to actions or inactions taken during the term of this Agreement. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The indemnification provisions set forth herein shall survive the termination of this Agreement.

Standard of Care; Limitation of Liability; Indemnification. FFC, in performing under the terms and conditions of this Agreement, (a) ALPS shall use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status hereunder or for any reasonable actions taken or omitted in good faith. As an inducement to FFC's undertaking to render these services, the Fund hereby agrees to indemnify and hold harmless FFC, its employees, agents, officers and trustees, from any and all loss, liability and expense, including any legal expenses, arising out of FFC's performance under this Agreement, or status, or any act or omission of FFC, its employees, agents, officers and trustees; provided that this indemnification shall not apply to FFC's actions taken or failures be obligated to act in cases of FFC's own bad faith, willful misconduct or gross negligence good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement; . (b) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard by ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement, ALPS and provided further that FFC its affiliates, including their respective officers, directors, agents, and employees, shall give not be liable for, and the Fund notice agrees to indemnify, defend and reasonable opportunity hold harmless such persons from, all taxes, charges, expenses, assessments, claims, and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to defend against ALPS by the Fund or the Fund’s investment adviser, custodians, or other service providers; (ii) any such lossclaim that the registration statement, claimprospectus, damagestatement of additional information, liability shareholder report, sales literature and advertisements approved for use by the Fund and/or the Fund’s investment adviser or expense other information filed or made public by the Fund (as from time to time amended) including an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary in order to make the statements therein (and in the name case of the prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, self-regulatory organization rule or applicable common law, except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund by or on behalf of ALPS; (iii) any wrongful act of the Fund or FFC, any of its employees; (iv) any error of judgment or both. The Fund will be entitled to assume the defense mistake of law or for any suit brought to enforce any such claim or demand, and to retain counsel of good standing chosen loss suffered by the Fund and approved in connection with the matters to which this Agreement relates; (v) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by FFCreason of circumstances beyond its reasonable control, which approval shall not be withheld unreasonably. In the event the Fund does elect to assume the defense including without limitation, acts of any such suit and retain counsel God, action or inaction of good standing approved by FFCcivil or military authority, the defendant or defendants in such suit shall bear the fees and expenses war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suitnature, or in case FFC does not approve non-performance by a third party; (vi) any liability of counsel chosen ALPS resulting from a representation, warranty or covenant made by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any one law firm retained as counsel by FFC or them. FFC may, at any time, waive its right to indemnification hereunder and assume its own defense. Without limitation of the foregoing:ALPS under this Agreement;

Standard of Care; Limitation of Liability; Indemnification. FFCThe duties of Citi shall be confined to those expressly set forth herein, and to its obligations as regulatory administrator. Citi shall comply with all laws applicable to it and shall exercise reasonable care in performing the performance of all of its obligations under the terms and conditions of this Agreement, but shall use not be liable to the Trust for any action taken or omitted by Citi in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its best judgment obligations and efforts in rendering the services described hereinduties. Citi assumes no responsibility hereunder, and shall incur no liability for its status hereunder or not be liable, for any damages, loss of data, delay or other loss whatsoever caused by events beyond its reasonable actions taken or omitted in good faithcontrol. As an inducement to FFC's undertaking to render these services, the Fund hereby The Trust agrees to indemnify and hold harmless FFCCiti, its employees, agents, directors, officers and trustees, nominees from and against any and all lossclaims, liability demands, actions and expensesuits, including whether groundless or otherwise, and from and against any legal expensesand all judgments, liabilities, losses, damages, costs, charges, fines, assessments, reasonable fees of counsel selected as specified below and other reasonable expenses (collectively, “Losses”) arising out of FFC's or in any way relating to Citi’s performance of Services under this AgreementAgreement or based, if applicable, upon reasonable reliance on information, records, instructions or statusrequests given or made to Citi by the Trust, the Administrator or its successor or the investment adviser to the Trust, and on any information provided by any custodian or any act or omission of FFC, its employees, agents, officers and trusteesService Provider to the Trust; provided that this indemnification shall not apply to FFC's actions taken or failures to act omissions of Citi in cases of FFC's its own bad faith, willful misconduct misfeasance, negligence or gross negligence performance the reckless disregard of its duties under this Agreementobligations and duties; and further provided further that FFC Citi shall give the Fund Trust written notice of and reasonable opportunity to defend against any such loss, claim, damage, liability claim in its own name or expense in the name of Citi. Citi shall indemnify, defend, and hold harmless the Fund Trust, its employees, agents, trustees, officers and nominees from and against Losses resulting directly and proximately from Citi’s willful misfeasance, bad faith, negligence or FFCreckless disregard of its obligations and duties with respect to the performance of Services under this Agreement, or bothincluding the Schedules hereto. The Fund rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case one party may be asked to indemnify the other party or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will promptly identify and notify the indemnifying party concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. As to any matter eligible for indemnification, an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not affect any settlement or confess judgment without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any such claim or demand, and claims subject to retain counsel of good standing chosen by this indemnity provision. If the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel of good standing approved by FFCcounsel, the defendant or defendants in such suit indemnified party shall bear the fees and expenses of any additional counsel retained by any of them; but in case it, If the Fund indemnifying party does not elect to assume the defense of any such a suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, indemnified party for the reasonable fees and expenses of counsel retained by the indemnified party. Citi may apply to the Trust at any one law firm retained as counsel by FFC or them. FFC time for instructions and may, at in consultation with the Trust, consult the Trust’s auditors and other experts retained by the Trust with respect to any timematter arising in connection with Citi’s duties in relation to the Trust, waive its right and Citi shall not be liable or accountable for any action reasonably taken or omitted by it in good faith in accordance with such instructions. The Trust shall approve in advance any fees or costs to indemnification hereunder and assume its own defense. Without limitation of the foregoing:be incurred to auditors or other experts in connection with any such consultation.

Standard of Care; Limitation of Liability; Indemnification. FFC, in performing under the terms and conditions of this Agreement, shall use its best judgment and efforts in rendering the services described (a) Except as otherwise expressly provided herein, and Securities Intermediary shall incur no liability for its status hereunder or not be liable for any reasonable actions taken costs, expenses, damages, liabilities or omitted in good faith. As an inducement to FFC's undertaking to render these services, the Fund hereby agrees to indemnify and hold harmless FFC, its employees, agents, officers and trustees, from any and all loss, liability and expenseclaims, including any legal expensesattorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of FFC's performance under this Agreement, the gross negligence or status, willful misconduct of Securities Intermediary. Securities Intermediary shall have no liability whatsoever for the action or inaction of any act or omission Depository. With respect to Losses arising out of FFC, its employees, agents, officers and trustees; provided that this indemnification shall not apply to FFC's actions taken the acts or failures to act of a Subcustodian (other than an affiliate of Securities Intermediary), Securities Intermediary shall take appropriate action to recover such Losses from such Subcustodian, and Securities Intermediary’s sole responsibility and liability shall be limited to the amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Securities Intermediary). In no event shall Securities Intermediary be liable to Pledgor, Secured Party or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in cases of FFC's own bad faith, willful misconduct or gross negligence performance of its duties under connection with this Agreement, nor shall Securities Intermediary or any Subcustodian be liable: (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary and reasonably believed by Securities Intermediary to be given by an Authorized Person; and provided further (ii) for conclusively presuming that FFC shall give all disbursements of cash or deliveries of Securities directed by Pledgor or Secured Party by a Written Instruction are in accordance with the Fund notice and reasonable opportunity to defend against Pledge Agreement, (iii) for holding property in any such lossparticular country, claimincluding, damagebut not limited to, liability Losses resulting from nationalization, expropriation or expense in the name other governmental actions; regulation of the Fund banking or FFCsecurities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (iv) for the insolvency of any Subcustodian (other than an affiliate of Securities Intermediary) or any Depository or for any Collateral held by such Depository or Subcustodian; or (v) for any Losses due to forces beyond the control of Securities Intermediary, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or both. The Fund will be entitled to assume the defense interruptions, loss or malfunctions of any suit brought to enforce any such claim utilities, communications or demand, computer (software and to retain counsel of good standing chosen by the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by FFC, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any one law firm retained as counsel by FFC or them. FFC may, at any time, waive its right to indemnification hereunder and assume its own defense. Without limitation of the foregoing:hardware) services.

Standard of Care; Limitation of Liability; Indemnification. FFC, (a) ALPS shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in performing under the terms and conditions of this Agreement, writing. ALPS shall use its best judgment and efforts in rendering the services described herein, and in this Agreement. ALPS shall incur no liability for its status hereunder not be liable to the Trust or any of the Trust’s stockholders for any reasonable actions action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’ duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust or any of the Trust’s stockholders for any action taken or omitted failure to act in good faithfaith reliance upon: (i) the advice and opinion of Trust counsel; and (ii) any certified copy of any resolution of the Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which ALPS reasonably believes in good faith to be genuine. As an inducement to FFC's undertaking to render these services, the Fund hereby The Trust agrees to indemnify and hold harmless FFCALPS, its employees, agents, directors, officers and trusteesmanagers and any person who controls ALPS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“ALPS Indemnitees”), against and from any and all lossclaims, liability demands, actions, suites, judgments, administrative proceedings or investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and expense, including any legal expenses, other expenses of every nature and character arising out of FFC's performance under this Agreement, or status, or in any act or omission of FFC, its employees, agents, officers and trustees; provided that this indemnification shall not apply way related to FFC's ALPS’ actions taken or failures failure to act with respect to the Trust in cases connection with the performance of FFC's any duties or obligations under this Agreement (an “ALPS Claim”); provided, however, that nothing contained herein shall entitle an ALPS Indemnitee to indemnification with respect to any ALPS claim arising from ALPS’ own bad faith, reckless disregard, negligence or willful misconduct malfeasance, or gross negligence performance breach of its duties under this Agreement; and provided further that FFC . For purposes of this Agreement, ALPS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by ALPS consistent with the last sentence of Section 3(a). Further, the Trust shall not be required to indemnify any ALPS’ Indemnitee if, prior to confessing any ALPS’ Claim against the ALPS’ Indemnitee, ALPS or the ALPS’ Indemnitee does not give the Fund Trust written notice of and reasonable opportunity to defend against any such loss, claim, damage, liability the ALPS’ claim in its own name or expense in the name of the Fund or FFC, or both. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim or demand, and to retain counsel of good standing chosen by the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by FFC, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any one law firm retained as counsel by FFC or them. FFC may, at any time, waive its right to indemnification hereunder and assume its own defense. Without limitation of the foregoing:ALPS’ Indemnitee.