Common use of Indemnification and Limitation of Liability Clause in Contracts

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. A. The Company hereby agrees that it will indemnify and hold the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the SEC's Rules and Regulations promulgated thereunder (a) In the absence of willful misfeasance"Rules and Regulations"), bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC harmless from and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claimsloss, demandsclaim, liabilities damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses (and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including attorneys’ fees)any inquiry or investigation, related commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Placement Agent or otherwise connected with such indemnified person of the Placement Agent may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) any breach by the Funds untrue statement or alleged untrue statement of any provision a material fact contained in (a) Section 4 of this Agreement, (b) the Offering Materials (except those written statements relating to the Placement Agent given by the Placement Agent for inclusion therein), (c) any application or other document or written communication executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof, or any state securities commission or agency; (ii) the omission or alleged omission from documents described in clauses (a), (b) or (c) above of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) the breach of any representation, warranty, covenant or agreement made by the Company in this Agreement. The Company further agrees that upon demand by an indemnified person, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Paragraph 7(A), any such payment or reimbursement by the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Placement Agent or such indemnified person based upon specific finding of fact that the Placement Agent or such indemnified person's gross negligence or willful misfeasance will be promptly repaid to the Company. B. The Placement Agent hereby agrees that it will indemnify and hold the Company and each officer, director, shareholder, employee or representative of the Company, and each person controlling, controlled by or under common control with the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Company or such indemnified person of the Company may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) the material breach of any representation, warranty, covenant or agreement made by the Placement Agent in this Agreement, or (ii) any action false or misleading information provided to the Company in writing by a Fund’s Shareholder against FSSCone of the Placement Agent's indemnified persons specifically for inclusion in the Offering Materials. C. The Investor hereby agrees that it will indemnify and hold the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent, and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (bincluding, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) FSSC to which the Placement Agent or such indemnified person of the Placement Agent may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) the conduct of the Investor or its officers, employees or representatives in its acting as the Investor for the Offering, (ii) the material breach of any representation, warranty, covenant or agreement made by the Investor in the Offering Materials, or (iii) any false or misleading information provided to the Placement Agent by one of the Investor's indemnified persons. D. The Placement Agent hereby agrees that it will indemnify and hold the Investor and each officer, director, shareholder, employee or representative of the Investor, and each person controlling, controlled by or under common control with the Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Investor or such indemnified person of the Investor may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon the material breach of any representation, warranty, covenant or agreement made by the Placement Agent in this Agreement. E. Promptly after receipt by an indemnified party of notice of commencement of any action covered by Section 7(A), (B), (C) or (D), the party to be indemnified shall, within five (5) business days, notify the indemnifying party of the commencement thereof; the omission by one (1) indemnified party to so notify the indemnifying party shall not relieve the indemnifying party of its obligation to indemnify any other indemnified party that has given such notice and shall not relieve the indemnifying party of any liability outside of this indemnification if not materially prejudiced thereby. In the event that any action is brought against the indemnified party, the indemnifying party will be entitled to participate therein and, to the extent it may desire, to assume and control the defense thereof with counsel chosen by it which is reasonably acceptable to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under such Section 7(A), (B), (C), or (D) for any error of judgment legal or mistake of law or for any loss suffered other expenses subsequently incurred by any Fund such indemnified party in connection with the matters defense thereof, but the indemnified party may, at its own expense, participate in such defense by counsel chosen by it, without, however, impairing the indemnifying party's control of the defense. Subject to which the proviso of this Agreement relatessentence and notwithstanding any other statement to the contrary contained herein, except a loss resulting from willful misfeasance, bad faith the indemnified party or gross negligence on parties shall have the right to choose its part in or their own counsel and control the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent defense of any Fund or a member action, all at the expense of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business the indemnifying party if (i) the employment of such Fund (other than services or business counsel shall have been authorized in writing by the indemnifying party in connection with the duties defense of FSSC hereundersuch action at the expense of the indemnifying party, or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses of one additional counsel shall be borne by the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstance, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No settlement of any action or proceeding against an indemnified party shall be made without the consent of the indemnifying party. F. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 7(A) or 7(B) is due in accordance with its terms but is for any reason held by a court to be rendering unavailable on grounds of policy or otherwise, the Company and the Placement Agent shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with the investigation or defense of same) which the other may incur in such services to or acting solely proportion so that the Placement Agent shall be responsible for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice percent of the limitation aggregate of liability such losses, claims, damages and liabilities as set forth in shall equal the Declaration percentage of Trust of each Fund that is a Massachusetts business trust the gross proceeds paid to the Placement Agent and agrees that the obligations assumed by each such Fund pursuant to this Agreement Company shall be limited in responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any case to such Fund and its assets and that FSSC shall person who was not seek satisfaction of any such obligations from the Shareholders guilty of such Fundfraudulent misrepresentation. For purposes of this Section 7(F), any person controlling, controlled by or under common control with the Trustees, Officers, Employees or Agents of such FundPlacement Agent, or any partner, director, officer, employee, representative or any agent of themany thereof, shall have the same rights to contribution as the Placement Agent and each person controlling, controlled by or under common control with the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each officer of the Company and each director of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against the other party under this Section 7(D), notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation they may have hereunder or otherwise if the party from whom contribution may be sought is not materially prejudiced thereby. (e) G. The provisions of indemnity and contribution agreements contained in this Section 7 shall survive the remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified person or any termination of this Agreement. H. The Company hereby waives, to the fullest extent permitted by law, any right to or claim of any punitive, exemplary, incidental, indirect, special, consequential or other damages (including, without limitation, loss of profits) against the Placement Agent and each officer, director, shareholder, employee or representative of the placement agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations arising out of any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise). Notwithstanding anything to the contrary contained herein, the aggregate liability of the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations shall not exceed the compensation received by the Placement Agent pursuant to Section 2 hereof. This limitation of liability shall apply regardless of the cause of action, whether contract, tort (including, without limitation, negligence) or breach of statute or any other legal or equitable obligation.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DBTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCsuch Person's office. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefore, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VII.

Indemnification and Limitation of Liability. (a) In A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the absence Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of willful misfeasancethe Trust, bad faithof such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, gross negligence agent, employee, Manager or reckless disregard Principal Underwriter of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with Trust. The Trust (i) may indemnify an agent of the Trust or any breach by Person who is serving or has served at the Funds Trust's request as an agent of another organization in which the Trust has any provision of this Agreement; interest as a shareholder, creditor or otherwise and (ii) shall indemnify each Person who is, or has been, a Trustee, officer or employee of the Trust and any action by Person who is serving or has served at the Trust's request as a Fund’s Shareholder against FSSC. director, officer, trustee, or employee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise, in the case of (bi) FSSC and (ii), to the fullest extent consistent with the 1940 Act and in the manner provided in the By-Laws; provided that such indemnification shall not be liable for available to any error of judgment the foregoing Persons in connection with a claim, suit or mistake of law or for any loss suffered other proceeding by any Fund such Person against the Trust or a Series (or Class) thereof. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series (or Class thereof if the Trustees have included a Class limitation on liability in the agreement with such person as provided below), or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the matters Trust shall conclusively be deemed to which this Agreement relateshave been executed or done only in or with respect to his or their capacity as Trustee or Trustees, except a loss resulting from willful misfeasanceand such Trustee or Trustees shall not be personally liable thereon. At the Trustees' discretion, bad faith any note, bond, contract, instrument, certificate or gross negligence undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of Trust is on its part file in the performance Office of its duties the Secretary of State of the State of Delaware and that a statutory limitation on liability of Series exists and such note, bond, contract, instrument, certificate or from reckless disregard undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect a Trustee or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to Trustees in such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund capacity and not as individually or by an officer, trustee, partner, employee officer or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth officers in the Declaration of Trust of each Fund that is a Massachusetts business trust such capacity and agrees not individually and that the obligations assumed by each of such Fund pursuant to this Agreement shall be limited instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate including, without limitation, a requirement, in any case note, bond, contract, instrument, certificate or undertaking made with respect to one or more Classes of any Series that the parties thereto look only to the assets of such Fund and its assets and that FSSC shall not seek Class or Classes in satisfaction of the liabilities arising thereunder. The omission of any such obligations from the Shareholders of such Fund, the notice or recital shall in no way operate to bind any Trustees, Officers, Employees officers or Agents of such Fund, or any of themShareholders individually. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of their duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCsuch Person's office. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. paragraph (ca) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceA. You shall indemnify and hold us, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesour directors, officers, employees, affiliates, and agents harmless from and representativesagainst all proceedings, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities losses, liabilities, damages and reasonable expenses (including any fines, fees, assessments, audit fees, card replacement costs, or penalties levied against us by an Association, any Card issuer, or any Other Network, and attorneys’ fees), related to ' and collection fees and expenses) resulting from or otherwise connected with arising out of: (i) the Services; (ii) any breach by the Funds of any provision term or condition of this Agreement; or (iiiii) any action misrepresentation by a Fund’s Shareholder against FSSC. you under this Agreement; (biv) FSSC shall not be liable for any error of judgment your acts or mistake of law or for any loss suffered by any Fund omissions in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties Services under this Agreement. In no event shall FSSC be liable , including the acts and omissions of your employees and agents; (v) your processing activities and provision of goods and services to Cardholders; (vi) any violation of the Operating Regulations, the Rules Summary, or the Laws; (vii) any guarantees we provide to a third party for indirect your benefit, including lease guarantees; (viii) any infiltration, hack, breach, or consequential damages. violation of the processing system resulting from, arising out of, or in any way related to your ability to use the Services, including your use of an Agent or any other third party processor or system, or your ability to connect to the Internet or an external network; (cix) Any person, even though also an officer, trustee, partner, employee any act or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member omission of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on third-party with which you have contracted; (x) any business of such Fund bankruptcy proceeding; (other than services or business in connection xi) effecting transactions with the duties use of FSSC hereundera lost, stolen, counterfeit, or misused Card; (xii) to be rendering such services to any action you institute against any Association, Other Network or acting solely for such Fund and not as an officerCard issuer following a chargeback or fine; or (xiii) any action we take against the Designated Account, trusteeReserve Account, partneror any other account you own, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement Agreement. You shall be limited also defend, indemnify, and hold harmless the institution that maintains your Designated Account for acting in accordance with any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations instruction from us regarding the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section Designated Account. This indemnification shall survive the termination of the Agreement. B. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and assume all risks associated with the acceptance of cards. We are not liable for lost profits, lost business, or any incidental, special, consequential, or punitive damages (whether or not arising out of circumstances known or foreseeable by us) you or your customers or any third party suffers in connection with the Services. We are not liable for damages or losses wholly or partially caused by you or your employees or agents. Nor are we liable for any damages or losses you may sustain as a result of our exercise of post-default rights or remedies under this Agreement, provided we had a good-faith, reasonable basis to believe an Event of Default occurred. Our liability related to or arising out of this Agreement shall not exceed the fees paid to us for the particular Services in question for the calendar month preceding the date of our relevant act or omission. The parties acknowledge that the limitations in this Section are integral to the amount of fees we charge for the Services. Except as otherwise described in this Section, your exclusive remedy for any claim against us is termination of the Agreement. We are not in default under this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from errors in data you or other parties provide to us, or any event beyond our reasonable control, including the Force Majeure Events defined below. If we defend a claim you bring against us and prevail, you shall reimburse us the costs, attorneys’ fees, and other related expenses we incurred. C. We are not liable for, nor in default under this Agreement, for any delays, failure to perform, loss of performance, or interruption in service resulting directly or indirectly from a Force Majeure Event. A “Force Majeure Event” includes labor disputes; fire; weather; acts of God; acts of a public enemy; other casualty; power outages; funding delays (however caused); governmental orders or regulations; errors in data provided by you or others; international, domestic, and/or economic terrorism; or any other cause, whether similar or dissimilar to those just mentioned, beyond our reasonable control. D. Except for actions related to your failure to pay amounts due under the Agreement, no cause of action shall be brought by either party more than one year after it accrued. E. You recognize and agree that any limitations of liability set forth in this Agreement are fair and reasonable.

Indemnification and Limitation of Liability. A. The Company hereby agrees that it will indemnify and hold the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the SEC’s Rules and Regulations promulgated thereunder (a) In the absence of willful misfeasance“Rules and Regulations”), bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC harmless from and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claimsloss, demandsclaim, liabilities damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses (and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including attorneys’ fees)any inquiry or investigation, related commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Placement Agent or otherwise connected with such indemnified person of the Placement Agent may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) any breach by the Funds untrue statement or alleged untrue statement of any provision a material fact contained in (a) Section 4 of this Agreement, (b) the Offering Materials (except those written statements relating to the Placement Agent given by the Placement Agent for inclusion therein), (c) any application or other document or written communication executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof, or any state securities commission or agency; (ii) the omission or alleged omission from documents described in clauses (a), (b) or (c) above of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) the breach of any representation, warranty, covenant or agreement made by the Company in this Agreement. The Company further agrees that upon demand by an indemnified person, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Paragraph 7(A), any such payment or reimbursement by the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Placement Agent or such indemnified person based upon specific finding of fact that the Placement Agent or such indemnified person’s gross negligence or willful misfeasance will be promptly repaid to the Company. B. The Placement Agent hereby agrees that it will indemnify and hold the Company and each officer, director, shareholder, employee or representative of the Company, and each person controlling, controlled by or under common control with the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Company or such indemnified person of the Company may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) the material breach of any representation, warranty, covenant or agreement made by the Placement Agent in this Agreement, or (ii) any action false or misleading information provided to the Company in writing by a Fundone of the Placement Agent’s Shareholder against FSSCindemnified persons specifically for inclusion in the Offering Materials. C. Promptly after receipt by an indemnified party of notice of commencement of any action covered by Section 7(A) or (bB), the party to be indemnified shall, within five (5) FSSC business days, notify the indemnifying party of the commencement thereof; the omission by one (1) indemnified party to so notify the indemnifying party shall not relieve the indemnifying party of its obligation to indemnify any other indemnified party that has given such notice and shall not relieve the indemnifying party of any liability outside of this indemnification if not materially prejudiced thereby. In the event that any action is brought against the indemnified party, the indemnifying party will be entitled to participate therein and, to the extent it may desire, to assume and control the defense thereof with counsel chosen by it which is reasonably acceptable to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under such Section 7(A) or (B), for any error of judgment legal or mistake of law or for any loss suffered other expenses subsequently incurred by any Fund such indemnified party in connection with the matters defense thereof, but the indemnified party may, at its own expense, participate in such defense by counsel chosen by it, without, however, impairing the indemnifying party’s control of the defense. Subject to which the proviso of this Agreement relatessentence and notwithstanding any other statement to the contrary contained herein, except a loss resulting from willful misfeasance, bad faith the indemnified party or gross negligence on parties shall have the right to choose its part in or their own counsel and control the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent defense of any Fund or a member action, all at the expense of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business the indemnifying party if (i) the employment of such Fund (other than services or business counsel shall have been authorized in writing by the indemnifying party in connection with the duties defense of FSSC hereundersuch action at the expense of the indemnifying party, or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses of one additional counsel shall be borne by the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstance, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No settlement of any action or proceeding against an indemnified party shall be made without the consent of the indemnifying party. D. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 7(A) or 7(B) is due in accordance with its terms but is for any reason held by a court to be rendering unavailable on grounds of policy or otherwise, the Company and the Placement Agent shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with the investigation or defense of same) which the other may incur in such services to or acting solely proportion so that the Placement Agent shall be responsible for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice percent of the limitation aggregate of liability such losses, claims, damages and liabilities as set forth in shall equal the Declaration percentage of Trust of each Fund that is a Massachusetts business trust the gross proceeds paid to the Placement Agent and agrees that the obligations assumed by each such Fund pursuant to this Agreement Company shall be limited in responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any case to such Fund and its assets and that FSSC shall person who was not seek satisfaction of any such obligations from the Shareholders guilty of such Fundfraudulent misrepresentation. For purposes of this Section 7(D), any person controlling, controlled by or under common control with the Trustees, Officers, Employees or Agents of such FundPlacement Agent, or any partner, director, officer, employee, representative or any agent of themany thereof, shall have the same rights to contribution as the Placement Agent and each person controlling, controlled by or under common control with the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each officer of the Company and each director of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against the other party under this Section 7(D), notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation they may have hereunder or otherwise if the party from whom contribution may be sought is not materially prejudiced thereby. (e) E. The provisions of indemnity and contribution agreements contained in this Section 7 shall survive the remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified person or any termination of this Agreement. F. The Company hereby waives, to the fullest extent permitted by law, any right to or claim of any punitive, exemplary, incidental, indirect, special, consequential or other damages (including, without limitation, loss of profits) against the Placement Agent and each officer, director, shareholder, employee or representative of the placement agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations arising out of any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise). Notwithstanding anything to the contrary contained herein, the aggregate liability of the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations shall not exceed the compensation received by the Placement Agent pursuant to Section 2 hereof. This limitation of liability shall apply regardless of the cause of action, whether contract, tort (including, without limitation, negligence) or breach of statute or any other legal or equitable obligation.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceA. You shall indemnify and hold us, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesour directors, officers, employees, affiliates, and agents harmless from and representativesagainst all proceedings, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities losses, liabilities, damages and reasonable expenses (including any fines, fees, assessments, audit fees, card replacement costs, or penalties levied against us by an Association, any Card issuer, or any Other Network, and attorneys’ fees), related to ' and collection fees and expenses) resulting from or otherwise connected with arising out of: (i) the Services; (ii) any breach by the Funds of any provision term or condition of this Agreement; or (iiiii) any action misrepresentation by a Fund’s Shareholder against FSSC. you under this Agreement; (biv) FSSC shall not be liable for any error of judgment your acts or mistake of law or for any loss suffered by any Fund omissions in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties Services under this Agreement. In no event shall FSSC be liable , including the acts and omissions of your employees and agents; (v) your processing activities and provision of goods and services to Cardholders; (vi) any violation of the Operating Regulations, the Rules Summary, or the Laws; (vii) any guarantees we provide to a third party for indirect your benefit, including lease guarantees; (viii) any infiltration, hack, breach, or consequential damages. violation of the processing system resulting from, arising out of, or in any way related to your ability to use the Services, including your use of an Agent or any other third party processor or system, or your ability to connect to the Internet or an external network; (cix) Any person, even though also an officer, trustee, partner, employee any act or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member omission of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on third-party with which you have contracted; (x) any business of such Fund bankruptcy proceeding; (other than services or business in connection xi) effecting transactions with the duties use of FSSC hereundera lost, stolen, counterfeit, or misused Card; (xii) to be rendering such services to any action you institute against any Association, Other Network or acting solely for such Fund and not as an officerCard issuer following a chargeback or fine; or (xiii) any action we take against the Designated Account, trusteeReserve Account, partneror any other account you own, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement Agreement. You shall be limited also defend, indemnify, and hold harmless the institution that maintains your Designated Account for acting in accordance with any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations instruction from us regarding the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section Designated Account. This indemnification shall survive the termination of the Agreement. Your enrollment in the Breach Assist Program only reduces your indemnification obligations under this Agreement by the amount we actually recover in connection with the Breach Assist Program, and only to the extent the recovered amounts specifically relate to a data breach solely involving you. The Breach Assist Program’s limited indemnity waiver may not cover all the costs associated with a data breach. You may review the specific terms and conditions of the Breach Assist Program at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇-▇▇▇▇▇▇/, or by contacting a customer service representative at ▇-▇▇▇-▇▇▇-▇▇▇▇ or ▇-▇▇▇-▇▇▇-▇▇▇▇. B. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and assume all risks associated with the acceptance of cards. We are not liable for lost profits, lost business, or any incidental, special, consequential, or punitive damages (whether or not arising out of circumstances known or foreseeable by us) you or your customers or any third party suffers in connection with the Services. We are not liable for damages or losses wholly or partially caused by you or your employees or agents. Nor are we liable for any damages or losses you may sustain as a result of our exercise of post-default rights or remedies under this Agreement, provided we had a good-faith, reasonable basis to believe an Event of Default occurred. Our liability related to or arising out of this Agreement shall not exceed the fees paid to us for the particular Services in question for the calendar month preceding the date of our relevant act or omission. The parties acknowledge that the limitations in this Section are integral to the amount of fees we charge for the Services. Except as otherwise described in this Section, your exclusive remedy for any claim against us is termination of the Agreement. We are not in default under this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from errors in data you or other parties provide to us, or any event beyond our reasonable control, including the Force Majeure Events defined below. If we defend a claim you bring against us and prevail, you shall reimburse us the costs, attorneys’ fees, and other related expenses we incurred. C. We are not liable for, nor in default under this Agreement, for any delays, failure to perform, loss of performance, or interruption in service resulting directly or indirectly from a Force Majeure Event. A “Force Majeure Event” includes labor disputes; fire; weather; acts of God; acts of a public enemy; other casualty; power outages; funding delays (however caused); governmental orders or regulations; errors in data provided by you or others; international, domestic, and/or economic terrorism; or any other cause, whether similar or dissimilar to those just mentioned, beyond our reasonable control. D. Except for actions related to your failure to pay amounts due under the Agreement, no cause of action shall be brought by either party more than one year after it accrued. E. You recognize and agree that any limitations of liability set forth in this Agreement are fair and reasonable.

Indemnification and Limitation of Liability. (a) In A. Except as set forth in subparagraph F. below, Mellon will not be liable to a Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, Mellon under the Agreement in the absence of willful misfeasancefraud, bad faith, gross negligence or willful misconduct of Mellon or the reckless disregard of obligations or its duties hereunder on under the part of FSSC Agreement. B. Except as set forth in subparagraph F. below, Mellon agrees to indemnify, defend, and hold harmless each Fund, its trustees, directors, officers, employees, agents and representativesnominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, “Losses”) resulting directly and proximately from Mellon’s fraud, negligence or willful misconduct in the Funds agree performance of the Services, or reckless disregard of its duties under this Agreement. C. Each Fund agrees to indemnify FSSC indemnify, defend and hold harmless Mellon, its trustees, directors, officers, employees, agents agents, and representatives nominees and their respective successors and permitted assigns from and against any Losses resulting directly and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related proximately from Mellon’s actions taken or omissions with respect to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Services or based, if applicable, upon Mellon’s reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to Mellon by the Fund, its investment adviser, or its designated service providers with which Mellon must interface in providing the Services; provided that this Agreement relatesindemnification shall not apply to actions or omissions of Mellon involving fraud, except a loss resulting from negligence, willful misfeasancemisconduct, bad faith or gross negligence on its part reckless disregard in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any personD. In order for these indemnification provisions to apply, even though also an officer, trustee, partner, employee each party seeking indemnification or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an indemnification claim. However, failure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, as the case may be, is materially prejudiced by such services failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under confess judgment without the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust consent of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC indemnifying party, which consent shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees be withheld or Agents of such Fund, or any of themdelayed unreasonably. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the Delaware Act, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. A. The Company hereby agrees that it will indemnify and hold the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the SEC's Rules and Regulations promulgated thereunder (a) In the absence of willful misfeasance"Rules and Regulations"), bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC harmless from and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claimsloss, demandsclaim, liabilities damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses (and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including attorneys’ fees)any inquiry or investigation, related commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Placement Agent or otherwise connected with such indemnified person of the Placement Agent may become subject under the Securities Act, the Exchange Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) any breach by the Funds untrue statement or alleged untrue statement of any provision a material fact contained in (a) Section 4 of this Agreement, (b) the Offering Materials (except those written statements relating to the Placement Agent given by the Placement Agent for inclusion therein), (c) any application or other document or written communication executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof, or any state securities commission or agency; (ii) the omission or alleged omission from documents described in clauses (a), (b) or (c) above of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) the breach of any representation, warranty, covenant or agreement made by the Company in this Agreement. The Company further agrees that upon demand by an indemnified person, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Paragraph 7(A), any such payment or reimbursement by the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Placement Agent or such indemnified person based upon specific finding of fact that the Placement Agent or such indemnified person's gross negligence or willful misfeasance will be promptly repaid to the Company. B. The Placement Agent hereby agrees that it will indemnify and hold the Company and each officer, director, shareholder, employee or representative of the Company, and each person controlling, controlled by or under common control with the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Company or such indemnified person of the Company may become subject under the Securities Act, the Exchange Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) the material breach of any representation, warranty, covenant or agreement made by the Placement Agent in this Agreement, or (ii) any action false or misleading information provided to the Company in writing by a Fund’s Shareholder against FSSCone of the Placement Agent's indemnified persons specifically for inclusion in the Offering Materials. C. The Investor hereby agrees that it will indemnify and hold the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent, and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (bincluding, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) FSSC to which the Placement Agent or such indemnified person of the Placement Agent may become subject under the Securities Act, the Exchange Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) the conduct of the Investor or its officers, employees or representatives in its acting as the Investor for the Offering, (ii) the material breach of any representation, warranty, covenant or agreement made by the Investor in the Offering Materials, or (iii) any false or misleading information provided to the Placement Agent by one of the Investor's indemnified persons. D. The Placement Agent hereby agrees that it will indemnify and hold the Investor and each officer, director, shareholder, employee or representative of the Investor, and each person controlling, controlled by or under common control with the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Investor or such indemnified person of the Investor may become subject under the Securities Act, the Exchange Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon the material breach of any representation, warranty, covenant or agreement made by the Placement Agent in this Agreement. E. Promptly after receipt by an indemnified party of notice of commencement of any action covered by Section 7(A), (B), (C) or (D), the party to be indemnified shall, within five (5) business days, notify the indemnifying party of the commencement thereof; the omission by one (1) indemnified party to so notify the indemnifying party shall not relieve the indemnifying party of its obligation to indemnify any other indemnified party that has given such notice and shall not relieve the indemnifying party of any liability outside of this indemnification if not materially prejudiced thereby. In the event that any action is brought against the indemnified party, the indemnifying party will be entitled to participate therein and, to the extent it may desire, to assume and control the defense thereof with counsel chosen by it which is reasonably acceptable to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under such Section 7(A), (B), (C), or (D) for any error of judgment legal or mistake of law or for any loss suffered other expenses subsequently incurred by any Fund such indemnified party in connection with the matters defense thereof, but the indemnified party may, at its own expense, participate in such defense by counsel chosen by it, without, however, impairing the indemnifying party's control of the defense. Subject to which the proviso of this Agreement relatessentence and notwithstanding any other statement to the contrary contained herein, except a loss resulting from willful misfeasance, bad faith the indemnified party or gross negligence on parties shall have the right to choose its part in or their own counsel and control the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent defense of any Fund or a member action, all at the expense of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business the indemnifying party if (i) the employment of such Fund (other than services or business counsel shall have been authorized in writing by the indemnifying party in connection with the duties defense of FSSC hereundersuch action at the expense of the indemnifying party, or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses of one additional counsel shall be borne by the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstance, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No settlement of any action or proceeding against an indemnified party shall be made without the consent of the indemnifying party. F. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 7(A) or 7(B) is due in accordance with its terms but is for any reason held by a court to be rendering unavailable on grounds of policy or otherwise, the Company and the Placement Agent shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with the investigation or defense of same) which the other may incur in such services to or acting solely proportion so that the Placement Agent shall be responsible for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice percent of the limitation aggregate of liability such losses, claims, damages and liabilities as set forth in shall equal the Declaration percentage of Trust of each Fund that is a Massachusetts business trust the gross proceeds paid to the Placement Agent and agrees that the obligations assumed by each such Fund pursuant to this Agreement Company shall be limited in responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any case to such Fund and its assets and that FSSC shall person who was not seek satisfaction of any such obligations from the Shareholders guilty of such Fundfraudulent misrepresentation. For purposes of this Section 7(F), any person controlling, controlled by or under common control with the Trustees, Officers, Employees or Agents of such FundPlacement Agent, or any partner, director, officer, employee, representative or any agent of themany thereof, shall have the same rights to contribution as the Placement Agent and each person controlling, controlled by or under common control with the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each officer of the Company and each director of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against the other party under this Section 7(D), notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation they may have hereunder or otherwise if the party from whom contribution may be sought is not materially prejudiced thereby. (e) G. The provisions of indemnity and contribution agreements contained in this Section 7 shall survive the remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified person or any termination of this Agreement. H. The Company hereby waives, to the fullest extent permitted by law, any right to or claim of any punitive, exemplary, incidental, indirect, special, consequential or other damages (including, without limitation, loss of profits) against the Placement Agent and each officer, director, shareholder, employee or representative of the placement agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Rules and Regulations arising out of any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise). Notwithstanding anything to the contrary contained herein, the aggregate liability of the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the Rules and Regulations shall not exceed the compensation received by the Placement Agent pursuant to Section 2 hereof. This limitation of liability shall apply regardless of the cause of action, whether contract, tort (including, without limitation, negligence) or breach of statute or any other legal or equitable obligation.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the Delaware Act, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify, defend and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties or from reckless disregard by it Section 2(a) of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damagesArticle VIII. (c) Any person, even though also an officer, trustee, partner, employee The foregoing provisions shall not limit or agent of FSSC, who alter any other rights to indemnification that the Trustees or the officers may be or become an officerentitled to, employee or agent of including any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection separate indemnification arrangements with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCTrust. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. To the fullest extent that limitations on the liability of the Trustees and officers are permitted by the Delaware Act and the 1940 Act, the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Investment Manager or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the Bylaws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (aeach, a “Subsidiary”), from and against any and all claims, demands, costs, losses, expenses and damages whatsoever arising out of or related to such Trustee’s or officer’s performance of his or her duties as (i) In a Trustee or officer of the absence Trust or (ii) a director, officer or trustee of a Subsidiary; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of his or duties hereunder on her office. For the avoidance of doubt, the service, at the request of the Trust, by a Trustee or officer of the Trust as a director, officer or trustee of a Subsidiary is determined to be part of FSSC such Trustee’s or officer’s duties to the Trust. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the Trust for payment under such credit, contract or claim; and its trusteesneither the Trustees nor the Shareholders, nor any of the Trust’s officers, employeesemployees or agents, agents whether past, present or future, shall be personally liable therefor. Every note, bond, contract, instrument, certificate or undertaking and representativesevery other act or thing whatsoever issued, executed or done by or on behalf of the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against Trust or the Trustees or any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, Trust shall be deemedconclusively deemed to have been issued, when rendering services executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Fund Trustees or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC Trustee shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of thembe personally liable thereon. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCsuch Person's office. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. (a) In A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the absence Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee, or of any other Trustee. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC the office of Trustee, and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error errors of judgment or mistake mistakes of law fact or law. The Trustees shall not be responsible or liable in any event for any loss suffered by neglect or wrong-doing of any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trusteeagent, partneremployee, employee Investment Manager or agent Principal Underwriter of FSSCthe Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The Trust shall indemnify each Person who may be is, or become an has been, a Trustee, officer, employee or agent of the Trust, any Fund Person who is serving or has served at the Trust’s request as a member Trustee, officer, trustee, employee or agent of another organization in which the Trust has any interest as a Fund's Boardshareholder, creditor or otherwise to the extent and in the manner provided in the By-Laws. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series, or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be deemedpersonally liable therefor. Every note, when rendering services to such Fund bond, contract, instrument, certificate or acting undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or Trustees by any business of such Fund (other than services or business them in connection with the duties Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees’ discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of FSSC hereunder) to be rendering Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on the liability of each Series exists and such services to note, bond, contract, instrument, certificate or acting solely for undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust or by a Trustee or Trustees in such Fund capacity and not as individually or by an officer, trustee, partner, employee officer or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth officers in the Declaration of Trust of each Fund that is a Massachusetts business trust such capacity and agrees not individually and that the obligations assumed by each of such Fund pursuant to this Agreement shall be limited in instrument are not binding upon any case to such Fund and its of them or the Shareholders individually but are binding only on the assets and that FSSC shall not seek satisfaction property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such obligations from the Shareholders of such Fund, the notice or recital shall in no way operate to bind any Trustees, Officers, Employees officers or Agents of such Fund, or any of themShareholders individually. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ ' fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s 's Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. a. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons (awithin the meaning of Section 2(a)(3) In of the absence 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) thereof (collectively, the “Trust Indemnitees”) against any and all losses, claims, damages, liabilities or litigation to the extent that a Trust Indemnitee incurs actual losses, damages, or liabilities (including reasonable legal and other expenses) by reason of or arising out of the Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. The Adviser shall have no responsibility or liability for the accuracy or completeness of sections of the Trust’s registration statement under the 1940 Act or the 1933 Act that directly relate to Items 11-13, 17-18, 22-30, and 32-35 of Form N-1A, except for information provided by the Adviser for inclusion therein. b. The Trust agrees to indemnify and hold harmless the Adviser and all affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) thereof (collectively, the “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation to the extent that an Adviser Indemnitee incurs actual losses, damages, or liabilities (including reasonable legal and other expenses) by reason of or arising out of the Trust’s willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder on or its reckless disregard of its obligations and duties under this Agreement, provided that any such indemnification by the part Trust shall be no greater than that permitted by the Trust’s Declaration of FSSC and Trust or other organizational documents. c. Neither the Adviser nor its trusteesdirectors, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; controlling persons or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC assigns shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust, any Fund or its shareholders in connection with the matters to which this Agreement relates; provided, except a loss resulting however, that no provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust, any Fund or its shareholders to which it might otherwise be subject directly arising from or based upon the Adviser’s own willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from the reckless disregard by it of its obligations and duties under this Agreement. d. Notwithstanding anything to the contrary contained herein, no party to this Agreement nor its affiliates or its affiliated persons shall be responsible or liable for its failure to perform under this Agreement or for any losses to a Fund’s assets resulting from any event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting a Fund’s assets; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God, or any other similar event. In no event event, shall FSSC any party be responsible for incidental, consequential or punitive damages hereunder. e. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation foregoing liabilities. The Trust’s Certificate of liability Trust, as set forth amended from time to time, is on file in the Office of the Secretary of State of the State of Delaware. Such Certificate of Trust and the Trust’s Agreement and Declaration of Trust describe in detail the respective responsibilities and limitations on liability of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officersofficers, Employees or Agents and holders of such Fund, or any shares of them. (e) beneficial interest. The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of their duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. paragraph (ca) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCsuch Person's office. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. paragraph (ca) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. (a) In A Trustee, when acting in such capacity, shall not be personally liable to any person other than the absence Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee all as contemplated by Section 3803(b) of the Delaware Act. A Trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as Trustee, including for errors of judgment or mistakes of fact or law, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of the office of Trustee hereunder. No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (isuccessor provision thereto) any breach by the Funds Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any provision of this Agreement; Trustee who has not been so designated. The Trust shall indemnify each Person who is, or (ii) any action by has been, a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relatesTrustee, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of the Trust, any Fund Person who is serving or has served at the Trust’s request as a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partnerdirector, officer, employee or agent of another Person (including, but not limited to, a wholly-owned subsidiary) in which the Trust or one under a Series has any interest as a shareholder, creditor or otherwise to the control or direction of FSSC even though paid fullest extent permitted by FSSClaw and in the manner provided in the By-Laws. (db) FSSC is expressly put on notice The officers, employees, Advisory Board members and agents of the limitation of Trust shall be entitled to the protection against personal liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that for the obligations assumed by each such Fund pursuant to this Agreement of the Trust under Section 3803(c) of the Delaware Act. No officer, employee, Advisory Board member or agent of the Trust shall be limited liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any case way any former or acting Trustee to such Fund and its assets and that FSSC shall not seek satisfaction redress any breach of any such obligations from the Shareholders trust) except for his own bad faith, willful misconduct, gross negligence or reckless disregard of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themhis duties. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In Neither party shall be liable for any delay or failure in performance beyond its control resulting from acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the absence effect of willful misfeasance, bad faith, gross negligence or reckless disregard such events upon performance of obligations or their respective duties hereunder on under the part contract. Contractor shall be fully liable for the actions of FSSC and its trustees, officersagents, employees, agents partners or subcontractors and representativesshall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Funds agree to indemnify FSSC and Contractor, its trustees, officersagents, employees, agents partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor shall indemnify, defend and representatives hold the State harmless, without limitation, from and against any and all claimsdamages, demands, liabilities and reasonable expenses (including reasonable attorneys’ fees), related claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or otherwise connected with services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any breach action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Funds Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any provision item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action no later than six (6) months after the issuance of this Agreementan injunction in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part(s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iiiii) any action by a Fundto replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing the Contractor’s Shareholder against FSSC. product in excess of six (b6) FSSC shall months and for which the contractor has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be liable obligated to compensate the Contractor for any error of judgment or mistake of law or for any loss suffered costs incurred by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part Contractor. For all other claims against the Contractor where liability is not otherwise set forth in the performance contract as being “without limitation”, and regardless of its duties the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or from reckless disregard materials, or two (2) times the charges for services rendered by it of its obligations and duties the Contractor under this Agreementthe contract. In no event Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall FSSC be liable to the other for special, indirect or consequential damages. (c) Any person, including lost data or records, even though also an officerif the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, trusteelost revenue or lost institutional operating savings. The State may, partnerin addition to other remedies available to it at law or equity and upon notice to the Contractor, employee retain such monies from amounts due Contractor, or agent of FSSCmay proceed against the performance and payment bond, who if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of against them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In 11.1 The Merchant shall promptly on demand indemnify, defend and hold harmless the absence of willful misfeasanceService Provider, bad faithits Affiliates and the End Customer and their respective officers, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its directors, proprietors, partners, managers, members, trustees, officersshareholders, employees, employees and agents (“Indemnified Parties”) for and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demandsliabilities, liabilities costs and reasonable expenses (including attorneys’ reasonable attorney’s fees)) incurred or to be incurred by the Indemnified Parties that arise out of, related to in any way relate to, or otherwise connected with (i) result from any breach by the Funds Merchant of any provision of the provisions of this Agreement; , or (ii) breach of any action laws by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error the Merchant, or negligence, fraud or willful misconduct of judgment the Merchant or mistake its Affiliates and their respective officers, directors, shareholders, employees, contractors, subcontractors, agents and personnel. For the avoidance of law or for any loss suffered by any Fund doubt, it is further clarified that the right to indemnification in connection with any of the matters aforesaid claims of cause of action is independent and in addition to which this Agreement relates, except other rights and remedies of the Indemnified Person that may be available at law or in equity. The Service Provider shall have a loss resulting lien on the Products and on the consideration received from willful misfeasance, bad faith or gross negligence the End Customer for the sale of the Products on its part in the performance of its duties or from reckless disregard by it of Platform until the Merchant has fully discharged its obligations and duties under liabilities to Indemnified Parties in accordance with this Agreement. In no the event the Merchant is unable to indemnify the Indemnified Parties within a reasonable period of time, the Service Provider shall FSSC be liable for indirect entitled to sell or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee otherwise dispose of the Products and set off the proceeds out of such sale and disposing off against Indemnified Parties’ indemnification claims and/or if permitted under law or agent of FSSC, who may be or become an officer, employee or agent by virtue of any Fund or a member order of a Fund's Boardany court of law, the Service Provider shall be deemed, when rendering services entitled to such Fund or acting on any business of such Fund (other than services or business in connection with receive the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations sale consideration from the Shareholders of payment gateway which otherwise would have remitted by such Fund, payment gateway to the Trustees, Officers, Employees or Agents of such Fund, or any of themMerchant and/or set off the amounts received by the Service Provider from the End Customer who has availed cash on delivery services. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceLicensee shall indemnify, bad faithdefend and hold harmless PG&E, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesparent company, officersaffiliates, directors, shareholders, invitees, employees, agents agents, contractors, successors and representativesassigns, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against from any and all claimscosts, demandsliabilities, liabilities claims and reasonable expenses (expenses, including attorneys’ fees)those from death or injury to any person or from a loss or damage to any real, related to personal or otherwise other property, or any fines, penalties, or interest caused by, arising from or in any way connected with or relating to (i) any Licensee’s breach by the Funds of any provision of obligation, duty, representation or warranty contained in this Agreement; , or (ii) any action act or omission by Licensee, or by any of Licensee's employees, agents, contractors, affiliates, or invitees in connection with this Agreement, or (iii) damages in any way connected with Licensee’s Attachments or ancillary Equipment, or (iv) any Work performed by Licensee, or its employees, agents, or contractors, or (v) claims, including claims related to wildland fires, arising from the failure of a Fund’s Shareholder against FSSCPole on which Licensee has an Attachment where such Attachment caused, or is alleged to have caused or contributed to the loading on the Pole to be out of conformance with any Applicable Requirement (including, but not limited to, General Order 95), notwithstanding circumstances where PG&E may be alleged or determined to have been contributorily, concurrently, or jointly negligent (which shall not include gross negligence or willful misconduct) and that this was the direct or proximate cause of any such damage or injury. The obligations of Licensee under this Section 12 shall arise at such time, if any, that any claim is made, or loss is incurred by PG&E, and the entry of judgment or the litigation of any claim shall not be a condition precedent to the obligations of Licensee hereunder. (b) FSSC Licensee shall not be liable for promptly notify PG&E of the existence of any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on Licensee's defense and indemnity obligations apply. Licensee shall defend at its part own expense with mutually acceptable counsel any such matter; provided that PG&E shall at all times also have the right to fully participate in the performance of its duties defense and consent to any settlement or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damagescompromise. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC Each Fund will indemnify and its trustees, officers, employees, agents hold CIS harmless from and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claimsexpenses, losses, damages, liabilities, demands, liabilities charges, costs, fines and reasonable expenses claims of any nature whatsoever (including attorneys’ feesreasonable attorney’s fees and expenses) (“Expenses”), related as such Expenses are incurred in investigating, preparing, pursuing or defending any claim, demand, action, suit, proceeding or investigation (each, a “Claim”) that arises out of, or in connection with, CIS’s performance of its obligations under this Agreement and that is brought directly or indirectly against CIS by any person (other than such Fund), including any shareholder naming such Fund as a party; provided, however, that, with respect to the foregoing indemnity, such Fund will not be liable for any Expense resulting from CIS’s bad faith, willful misfeasance, reckless disregard of its obligations and duties, or otherwise connected negligence. To the extent CIS has not acted with bad faith, willful misfeasance, reckless disregard of its obligations and duties, or gross negligence, each Fund will also indemnify and hold CIS harmless from and against any Expense resulting from any Claim that arises from (i) any breach by the Funds negligence of any provision of this Agreement; or such Fund, and (ii) any action or omission on the part of CIS that is based upon (a) any instruction reasonably believed by a it to have been executed or communicated by any person duly authorized by such Fund’s Shareholder against FSSC. , including counsel for the Fund, or (b) FSSC shall not be liable any instrument reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person. CIS's liability for any error and all claims of judgment or mistake of law or any kind, including negligence, for any loss suffered or damage arising out of, connected with, or resulting from this Agreement, or from the performance or breach thereof, or from the design, development, lease, repair, maintenance, operation or use of data processing systems and the maintenance of a Funds’ shareholder account records as provided for by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part will in the performance aggregate not exceed the total of its duties or from reckless disregard by it CIS's compensation hereunder for the six months immediately preceding the discovery of its obligations and duties under this Agreementthe circumstances giving rise to such liability. In no event shall FSSC will CIS be liable for indirect indirect, special, or consequential damages. damages (c) Any person, even though also an officer, trustee, partner, employee or agent if CIS has been advised of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business the possibility of such Fund (other than services or business in connection with the duties of FSSC hereunderdamages) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that arising from the obligations assumed hereunder and the services provided for by each such Fund pursuant this Agreement, including but not limited to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction lost profits, loss of any such obligations from use of the Shareholders shareholder accounting system, cost of such Fundcapital, the Trusteescost of substitute facilities, Officersprograms or services, Employees or Agents of such Funddowntime costs, or any claims of themshareholders for such damage. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceA. Merchant shall indemnify and hold harmless Processor, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesdirectors, officers, employees, affiliates, and agents from and representativesagainst all proceedings, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities losses, liabilities, damages and reasonable expenses (including but not limited to, any fines, fees, assessments, audit fees, card replacement cost, or penalties levied against the Processor by an Association, any Card issuer, or any Other Network, and attorneys’ fees), related to ' and collection fees and expenses) resulting from or otherwise connected with arising out of (i) any breach by the Funds of any provision of Services in this Agreement; or , (ii) any breach of any term or condition of this Agreement, (iii) any misrepresentation by Merchant herein under this Agreement, (iv) Merchant’s or Merchant’s employees and agents acts or omissions in connection with the services provided pursuant to this Agreement, (v) Merchant’s processing activities and provision of goods and services to Cardholders, (vi) any violation of the Operating Regulations, the Bank Rules, or the Laws, (vii) any guarantees provided by Processor to any third party for the benefit of Merchant, including without limitation any lease guarantees, or (viii) any infiltration, hack, breach, or violation of the processing system resulting from, arising out of, or in any way related to Merchant’s ability to use the services provided herein including but not limited to Merchant’s use of an Agent or any other third party processor or system, or Merchant’s ability to connect to the Internet or an external network (ix) any action by or omission of any third party with which Merchant has contracted, (x) any bankruptcy proceeding, (xi) effecting transactions with the use of a Fund’s Shareholder lost, stolen, counterfeit, or misused Card, (xii) any action Merchant institutes against FSSCany Association, Other Network or Card issuer following a chargeback or fine, or (xiii) any action Processor takes against the Designated Account, Reserve Account, or any other account Merchant owns, pursuant to this Agreement. Merchant will also defend, indemnify and hold harmless the institution at which Merchant maintains the Designated Account for acting in accordance with any instruction from Processor regarding any such account. This indemnification shall survive the termination of the Agreement. (b) FSSC B. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, PROCESSOR DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Merchant hereby acknowledges that there are risks associated with the acceptance of cards, and Merchant assumes all such risks except as may be expressly set forth herein. Processor shall not be liable for lost profits, lost business or any error incidental, special, consequential or punitive damages (whether or not arising out of judgment circumstances known or mistake of law or for any loss foreseeable by Processor) suffered by Merchant, its customers or any Fund third party in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreementservices provided hereunder. In no event shall FSSC Processor be liable for indirect any damages or consequential damages. (c) Any personlosses that are wholly or partially caused by the Merchant, even though also an officer, trustee, partner, employee or agent Merchant’s employees or agents. In no event shall Processor be liable for any damages or losses that Merchant may sustain as a result of FSSC, who may be or become an officer, employee or agent Processor’s exercise of any Fund post-default rights or remedies authorized under this Agreement, so long as Processor, at the time of exercising such rights or remedies, has a member good faith reasonable basis to believe that an Event of a FundDefault has occurred and is continuing. Processor's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services liability related to or acting solely arising out of this Agreement shall in no event exceed fees paid to Processor for such Fund and not as an officer, trustee, partner, employee the particular services in question for the calendar month immediately preceding the date on which any act or agent or one under omission of Processor for which Merchant alleges liability on the control or direction part of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of Processor. The parties acknowledge that the limitation of liability as limitations set forth in this section are integral to the Declaration amount of Trust fees charged by Processor for the services provided hereunder, and recognize that if Processor were to assume any further liability beyond that set forth in this section, such fees would be substantially higher. Except as otherwise set forth in this Section 8, Merchant’s exclusive remedy for any and all claims against Processor arising out of each Fund that is a Massachusetts business trust and agrees that or in any way related to the obligations assumed by each such Fund pursuant to this Agreement transactions contemplated herein shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement. Processor shall not be deemed to be in default under this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from errors in data provided by Merchant or others, or any event beyond Processor's reasonable control including but not limited to international, domestic, or economic terrorism. Should Processor be required to defend a claim brought by Merchant and Processor prevails, Processor will be entitled to reimbursement from Merchant, and Merchant agrees to pay all costs, attorneys’ fees and any other expenses incurred in connection with those proceedings. C. Processor shall not be deemed to be in default under this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from a Force Majeure Event. For purposes herein, a “Force Majeure Event” shall mean errors in data provided by Merchant or others, labor disputes, fire, weather, acts of God, public enemy, or other casualty, power outages, and funding delays, however caused, governmental orders or regulations, or any other cause, whether similar or dissimilar to the foregoing, beyond Processor's reasonable control. D. Except for an action related to Merchant’s failure to pay any amount due hereunder, no cause of action shall be brought by either party more than one (1) year after the cause of action occurred.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceCustomer shall indemnify, bad faithdefend and hold Company, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesofficers, officersdirectors, employees, agents customers, Affiliates, suppliers, users and representativesagents, (collectively the Funds agree to indemnify FSSC “Indemnitees”) harmless from and its trustees, officers, employees, agents and representatives against any and all damages, claims, demandslosses, expenses, costs, obligations, liabilities, including without limiting the generality of the foregoing, liabilities for court costs and reasonable expenses (including attorneys’ fees, suffered directly or indirectly by an Indemnitee by reason of, or arising out of any injury, death or loss to any person, or injury to any property (collectively, “Damages”), received or sustained by any person(s) or property, arising out of, occasioned by, attributable or related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; representation or warranty made by Customer, its officers, directors, employees, affiliates, users, agents, representatives or customers to Company or any third party, (ii) any action failure by a Fund’s Shareholder against FSSC. Customer to perform or fulfill any of its covenants, acts and/or omissions to Company or to any third party, or (biii) FSSC any litigation, proceeding or claim by any third party relating in any way to the obligations of Customer and/or the Deliverables sold by Company to Customer hereunder. Customer shall not be liable for consummate any error settlement of judgment any indemnified claim without the Indemnitees’ prior written consent. Customer’s obligation to indemnify Indemnitees will continue in full force and effect notwithstanding the termination or mistake expiration of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties order under this Agreement. In no event shall FSSC be liable any claim against an Indemnitee by an employee of Customer or any subcontractor or anyone directly or indirectly employed by any of them or anyone for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who whose acts they may be or become an officerliable, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as indemnification obligations set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement Section shall not be limited in any case to such Fund and its assets and that FSSC way by or for Customer or any subcontractor under any applicable worker’s compensation act, disability or other employee benefit act. This provision shall not seek satisfaction survive termination of any such obligations from the Shareholders of such Fundorder or Agreement. IN NO EVENT WILL COMPANY, the TrusteesITS OFFICERS, OfficersDIRECTORS, Employees or Agents of such FundEMPLOYEES, or any of themCUSTOMERS, AFFILIATES, USERS AND AGENTS, (NOR COMPANY’S SUPPLIERS) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF THE PRODUCTS, SERVICE INTERRUPTION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF INTEREST, LOST GOODWILL, LOSS OF DATA, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, LOSS BY REASON OF SHUTDOWN OR NON-OPERATION, INCREASED EXPENSES OF OPERATION, OR CLAIMS OF CUSTOMER'S CUSTOMERS, OR ANY OTHER LOSSES OR DAMAGES ARISING OUT OF ANY LACK OR LOSS OF USE OF THE DELIVERABLES WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY OR NEGLIGENCE), PATENT INFRINGEMENT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A. Except as set forth in subparagraph F. below, Mellon will not be liable to a Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, Mellon under the Agreement in the absence of willful misfeasancefraud, bad faith, gross negligence or willful misconduct of Mellon or the reckless disregard of obligations or its duties hereunder on under the part of FSSC Agreement. B. Except as set forth in subparagraph F. below, Mellon agrees to indemnify, defend, and hold harmless each Fund, its trustees, directors, officers, employees, agents and representativesnominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, "Losses") resulting directly and proximately from Mellon's fraud, negligence or willful misconduct in the Funds agree performance of the Services, or reckless disregard of its duties under this Agreement. C. Each Fund agrees to indemnify FSSC indemnify, defend and hold harmless Mellon, its trustees, directors, officers, employees, agents agents, and representatives nominees and their respective successors and permitted assigns from and against any Losses resulting directly and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related proximately from Mellon's actions taken or omissions with respect to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Services or based, if applicable, upon Mellon's reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to Mellon by the Fund, its investment adviser, or its designated service providers with which Mellon must interface in providing the Services; provided that this Agreement relatesindemnification shall not apply to actions or omissions of Mellon involving fraud, except a loss resulting from negligence, willful misfeasancemisconduct, bad faith or gross negligence on its part reckless disregard in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any personD. In order for these indemnification provisions to apply, even though also each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an officerindemnification claim. However, trusteefailure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, partneras the case may be, employee is materially prejudiced by such failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or agent confess judgment without the consent of FSSCeach indemnifying party, who may which consent shall not be withheld or become an officerdelayed unreasonably. E. Each indemnifying party shall be entitled to participate in the defense at its own expense, employee or agent assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault. F. Mellon agrees to reimburse each Fund or a member of a Fund's Board, shall be deemed, when rendering services to its shareholders (includ▇▇▇ ▇▇▇▇▇r shareholders) for any losses and reasonable reprocessing costs incurred by such Fund or acting on any business of such Fund its shareholders (other than services or business including former shareholders) resulting directly and proximately from Mellon's negligence in connection with calculating the duties of FSSC hereundernet asset value per share ("NAV") to be rendering such services to or acting solely for such Fund Fund. Mellon's responsibility for reimbursing such Funds or its shareholders (including former shareholders) will be in accordance with and not as an officer, trustee, partner, employee or agent or one under subject to the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as Funds' policies and procedures for addressing NAV errors set forth in the Declaration appropriate Service Level Document, including without limitation a materiality threshold of Trust of each Fund one (unrounded) whole cent per share per NAV error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document). Notwithstanding the foregoing, the parties acknowledge and agree that is a Massachusetts business trust (i) Mellon will obtain and agrees that the obligations assumed rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and (ii) Mellon will be without liability or responsibility for any errors or loss occasioned by each such Fund pursuant to this Agreement shall be limited in reliance on such vendors or any case errors caused by or attributable to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from vendors, subject to Mellon's material compliance with the Shareholders of such Fund, tolerance checks set forth in the Trustees, Officers, Employees or Agents of such Fund, or any of themappropriate Service Level Document. G. Each party shall have a duty to mitigate damages for which the other party or parties may become responsible. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL A FUND, MELLON, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (e) The provisions of this Section shall survive the termination of this AgreementINCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), LOSS OF BUSINESS, 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 OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC Neither party shall not be liable for any error of judgment delay or mistake of law or for any loss suffered by any Fund failure in connection with the matters to which this Agreement relates, except a loss performance beyond its control resulting from willful misfeasance, bad faith acts of God or gross negligence on its part in force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such events upon performance of its duties or from reckless disregard by it of its obligations and their respective duties under this Agreement. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to property caused by Contractor, its agents, employees, partners or subcontractors in the performance of this contract, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor will indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys' fees), claims judgments, liabilities and costs which may be finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the Products, Materials or Services furnished, or of any copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and (iii) assistance in the defense of any such action at the expense of Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: i) State’s unauthorized modification or alteration of a Product, Material or Service; ii) State’s use of the Service in combination with other products, materials, or services not furnished by Contractor; iii) State’s use in other than the specified operating conditions and environment. In no event addition to the foregoing, if the use of any item(s) or part(s) thereof shall FSSC be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state's exclusive remedy to take action in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part (s) thereof, as applicable; (ii) to modify the component so that it becomes non- infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. For all other claims against the Contractor where liability is not otherwise set forth in the Agreement as being without limitation, and regardless of the basis on which the claim is made, Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the Contract, or two (2) times the charges for services rendered by the Contractor under the Contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages. , including lost data or records (c) Any personunless the Contractor is required to back-up the data or records as part of the work plan), even though also an officerif the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, trusteelost revenue or lost institutional operating savings. The State may, partnerin addition to other remedies available to them at law or equity and upon notice to the Contractor, employee retain such monies from amounts due Contractor, or agent of FSSCmay proceed against the performance and payment bond, who if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or become an officer, employee or agent against them. The contractor acknowledges that Chapter 15 of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice Title 42 of the limitation Louisiana Revised Statutes (La. R.S. 42:1101 et. seq., Code of liability as set forth Governmental Ethics) applies to the Contracting Party in the Declaration performance of Trust services called for in this Agreement. The Contractor agrees to immediately notify the state if potential violations of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in Code of Governmental Ethics arise at any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from time during the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination term of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC Neither party shall not be liable for any error of judgment delay or mistake of law or for any loss suffered by any Fund failure in connection with the matters to which this Agreement relates, except a loss performance beyond its control resulting from willful misfeasance, bad faith acts of God or gross negligence on its part in force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such events upon performance of its duties or from reckless disregard by it of its obligations and their respective duties under this Agreement. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by the Contractor, its agents, employees, partners or subcontractors in the performance of this contract, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due solely to the negligent act or failure to act of the State. Contractor will indemnify, defend and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys' fees), claims judgments, liabilities and costs which may be finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the Products, Materials, or Services furnished, or of any copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon the State’s unauthorized modification or alteration of a Product, Material, or Service. In no event addition to the foregoing, if the use of any item(s) or part(s) thereof shall FSSC be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the state’s exclusive remedy to take action in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part (s) thereof, as applicable; (ii) to modify the component so that it becomes non- infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. For all other claims against the Contractor where liability is not otherwise set forth in the Agreement as being “without limitation”, and regardless of the basis on which the claim is made, Contractor’s liability for direct damages, shall be the greater of 100,000 the dollar amount of the Contract, or two (2) times the charges for products, materials, or services rendered by the Contractor under the Contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages. , including lost data or records (c) Any personunless the Contractor is required to back-up the data or records as part of the work plan), even though also an officerif the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits or lost institutional operating savings. The State may, trusteein addition to other remedies available to them at law or equity and upon notice to the Contractor, partnerretain such monies from amounts due Contractor, employee or agent of FSSCand may proceed against the performance and payment bond, who if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of against them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasancea. Customer shall indemnify, bad faithdefend and hold Company, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesofficers, officersdirectors, employees, agents customers, Affiliates, suppliers, users and representativesagents, (collectively the Funds agree to indemnify FSSC “Indemnitees”) harmless from and its trustees, officers, employees, agents and representatives against any and all damages, claims, demandslosses, expenses, costs, obligations, liabilities, including without limiting the generality of the foregoing, liabilities for court costs and reasonable expenses (including attorneys’ fees, suffered directly or indirectly by an Indemnitee by reason of, or arising out of any injury, death or loss to any person, or injury to any property (collectively, “Damages”), received or sustained by any person(s) or property, arising out of, occasioned by, attributable or related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; representation or warranty made by Customer, its officers, directors, employees, affiliates, users, agents, representatives or customers to Company or any third party, (ii) any action failure by a Fund’s Shareholder against FSSC. Customer to perform or fulfill any of its covenants, acts and/or omissions to Company or to any third party, or (biii) FSSC any litigation, proceeding or claim by any third party relating in any way to the obligations of Customer and/or the Deliverables sold by Company to Customer hereunder. Customer shall not be liable for consummate any error settlement of judgment any indemnified claim without the Indemnitees’ prior written consent. Customer’s obligation to indemnify Indemnitees will continue in full force and effect notwithstanding the termination or mistake expiration of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties order under this Agreement. In no event shall FSSC be liable any claim against an Indemnitee by an employee of Customer or any subcontractor or anyone directly or indirectly employed by any of them or anyone for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who whose acts they may be or become an officerliable, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as indemnification obligations set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement Section shall not be limited in any case to such Fund and its assets and that FSSC way by or for Customer or any subcontractor under any applicable worker’s compensation act, disability or other employee benefit act, or insurance coverage. This provision shall not seek satisfaction survive termination of any such obligations from the Shareholders of such Fundorder or Agreement. IN NO EVENT WILL COMPANY, the TrusteesITS OFFICERS, OfficersDIRECTORS, Employees or Agents of such FundEMPLOYEES, or any of themCUSTOMERS, AFFILIATES, USERS AND AGENTS, (NOR COMPANY’S SUPPLIERS) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF THE PRODUCTS, SERVICE INTERRUPTION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF INTEREST, LOST GOODWILL, LOSS OF DATA, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, LOSS BY REASON OF SHUTDOWN OR NON-OPERATION, INCREASED EXPENSES OF OPERATION, OR CLAIMS OF CUSTOMER'S CUSTOMERS, OR ANY OTHER LOSSES OR DAMAGES ARISING OUT OF ANY LACK OR LOSS OF USE OF THE DELIVERABLES WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY OR NEGLIGENCE), PATENT INFRINGEMENT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by theDSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: anyagent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect toeach Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of theTrust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any andall claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his orher duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the timea Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the timeof any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless orprotect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Personwould otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard ofthe duties involved in the conduct of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC Every note, bond, contract, instrument, certificate or undertaking and every other act or documentwhatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any of them inconnection with the Trust shall be conclusively deemed to have been issued, executed or done only in suchPerson’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relatespersonallyliable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination of this AgreementArticle VIII.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. paragraph (ca) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCsuch Person's office. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefore, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VII.

Indemnification and Limitation of Liability. In no event shall Con ▇▇▇▇▇▇ or any third party acting on behalf of Con ▇▇▇▇▇▇ have any liability for claims of any kind, whether based on contract, tort (aincluding negligence and strict liability), or otherwise, for any loss or damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the Participating Contractor in the Program or any Con ▇▇▇▇▇▇’s programs. The Participating Contractor hereby releases and discharges Con Edison and any third party acting on behalf of Con ▇▇▇▇▇▇ from all liability for such claims. The Participating Contractor shall, to the fullest extent permitted by law, assume all liability for and agrees to indemnify, defend (at Con ▇▇▇▇▇▇’s option) In the absence and hold harmless Con Edison and any third party acting on behalf of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC Con Edison and its trusteestheir respective affiliates, officers, employeesdirectors, agents and representativesagents, the Funds agree to indemnify FSSC and its trusteesservants, officers, employees, agents employees and representatives from and against any and all liabilities, losses, claims, demandsdamages, liabilities and reasonable suit charges, costs, expenses (including attorneys’ fees), related attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to or otherwise connected with (i) any breach by the Funds have arisen out of any provision claims (just or unjust) for damages for personal injury, including death to any employee or person, for damage or injury to property and from any and all resulting damages, expenses, costs and fees, arising out of this Agreement; or (ii) in any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters way occurring incident to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties this Agreement and/or the acts or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice omissions of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and Participating Contractor, its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fundemployees and/or subcontractors. Additionally, the TrusteesParticipating Contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by Con ▇▇▇▇▇▇ arising out of Con ▇▇▇▇▇▇’s efforts to enforce the provisions of this section. Where used in this section, Officers, Employees or Agents of such Fund“the Participating Contractor” shall also include any subcontractor to the Participating Contractor, or any person, firm or entity directly or indirectly employed by or under contract with either the Participating Contractor or subcontractor. The indemnification obligations of them. (e) the Participating Contractor provided for herein shall apply irrespective of any partial or contributed negligence or alleged partial or contributed negligence of Con Edison and/or any third party on behalf of Con ▇▇▇▇▇▇, except as may otherwise be required by applicable law. The provisions indemnification obligations of the Participating Contractor provided for herein shall in all events survive performance of the other obligations of the Participating Contractor under this Section Agreement and shall survive the termination of this AgreementAgreement for any reason.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceSELLER shall at all times indemnify and hold harmless NSC, bad faithits agents and employees against all suits, gross claims, liabilities, damages, losses, costs or other expenses, including attorneys' fees, relating to injuries or damages alleged to have resulted from SELLER's negligence or reckless disregard of obligations any defective Product supplied under this Agreement. SELLER will have no such obligation to the extent that any such injury or duties hereunder on the part of FSSC damage is due solely and directly to NSC's negligence. NSC shall at all times indemnify and hold harmless SELLER, its trustees, officers, employees, agents and representativesemployees against all suits, claims, liabilities, damages, losses, costs or other expenses, including attorneys' fees, relating to injuries or damages alleged to have resulted from NSC's negligence or NSC's handling or selling of any Product delivered to NSC by SELLER. NSC will have no such obligation to the Funds agree extent that any such injury or damage is due solely and directly to SELLER's negligence. SELLER hereby agrees to indemnify FSSC NSC against and its trusteessave it harmless from all liability, officers, employees, agents and representatives against claims or demands made by any and all claims, demands, liabilities and reasonable expenses of SELLER's officers or employees (including attorneys’ fees), related to former officers or otherwise connected with (iemployees) any breach on account of or by reason of or growing out of the Funds of any provision performance of this Agreement; . NSC hereby agrees to indemnify SELLER against and save it harmless from all liability, claims or demands made by any of NSC's officers or employees (iiincluding former officers or employees) any action on account of or by a Fund’s Shareholder against FSSC. (b) FSSC reason of or growing out of the performance of this Agreement. NSC shall not be liable to SELLER for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relatescancellation penalties, except a loss excluding ones resulting from willful misfeasancecancellation of firm order Work In Process charges, bad faith or gross negligence on its part any other amounts to compensate SELLER for lost profits or opportunities, so long as NSC pays for accepted Products from SELLER at the prices, in the performance of its duties or from reckless disregard by it of its obligations quantities and duties under terms that are consistent with this Agreement. In no event Except as otherwise specifically provided in this Agreement, neither PARTY shall FSSC be liable for indirect any incidental or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee damages arising out of said PARTY's performance or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination non-performance of this Agreement.

Indemnification and Limitation of Liability. (a) In You agree to indemnify us to the absence of willful misfeasancemaximum extent permitted by applicable law and hold us, bad faithour affiliates, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesour and their respective directors, officers, employees, agents contractors, agents, successors, and representativesassigns (“Indemnified Parties”), the Funds agree to indemnify FSSC harmless under this Agreement from and its trusteesagainst all losses, officers, employees, agents and representatives against any and all claims, demandsactions, liabilities costs and reasonable expenses (liabilities, including attorneys’ feesfees (“Losses”) (except to the extent that such Losses are determined by a court of competent jurisdiction or an arbitration panel in a final, non-appealable judgment or order to have resulted solely from our gross negligence or willful misconduct), arising from or related to or otherwise connected with (i) any to: • Any breach by the Funds you or an Authorized Person of any provision of any of the Agreements; • Any dispute that does not directly result from our willful misconduct or gross negligence in our performance of services as set forth in this Agreement or any other agreement as determined by a court of competent jurisdiction or an arbitration panel in a final non- appealable judgment; • Any inaccurate or outdated information supplied to us by you or an Authorized Person; • Any dishonest, fraudulent, negligent or criminal act or omission by you or an Authorized Person; • Any act or omission by you or an Authorized Person that infringes, misappropriates, or violates any patent, trade secret, copyright, trademark, or other proprietary right of the Indemnified Parties or any violation of the applicable terms set forth in this Agreement or other agreement related to the Indemnified Parties or any of their licensors’ intellectual property rights or proprietary acts; • The failure by any person not controlled by the Indemnified Parties to perform any obligations to you; • Any allegation that the Indemnified Parties acted or failed to act in an “advisory,” supervisory,” “surveilling,” or “reviewing” role with respect to your Account; • Any allegation that the Indemnified Parties acted improperly or failed to act properly in permitting or continuing to permit, any services to be rendered to you (or the manner in which such services were rendered or failed to be rendered), including any trading or investment activity or movement of money or funds (or lack of any such activity or movement thereof); • Any compromise of your computer, network, or methods you use to protect your account or the email or other accounts you use to communicate with us; • Any issues arising in connection with “held away assets” (as defined below) and third parties’ servicing such held away assets; • The performance or non-performance, delivery or non-delivery of services by your Authorized Person and any dispute between you and your Authorized Person that does not directly result from our performance of services as set forth in this Agreement; • The performance or non-performance, delivery or non-delivery of services, or default by your third party brokerage firm and any dispute between you and your third-party brokerage firm that does not directly result from our performance of services as set forth in this Agreement; or • Any debit, deduction or reduction in value from (i) reclaimed funds resulting from (A) the initiation of electronic funds transfers (EFT) to or from any account by you regardless of reason or when made, (B) any checks returned for insufficient funds, (C) any wire or other transfer not properly authorized by you (it being understood that reclaims can be made for substantial periods of time after the initial credit was processed and without recourse), and (ii) any fees owed to Indemnified Parties by you if there are insufficient monies and securities after liquidation to cover fees owed to us. To the maximum extent permitted by applicable law, none of our Indemnified Parties and their third-party service providers shall be liable for any action taken or omitted to be taken by any of them under this Agreement or in connection with the services provided to you except to the extent that such Losses are actual losses and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from such Indemnified Parties’ or such third-party service provider’s gross negligence or willful misconduct . None of our Indemnified Parties or their third-party service providers shall be liable for any actions taken or omitted in accordance with any instruction from you, or your Authorized Person. In no event shall any of our Indemnified Parties or their third-party service providers be held liable for (i) indirect, consequential, exemplary, or punitive damages; or (ii) any action loss of any kind caused, directly or indirectly, by any extraordinary or force majeure event (including, without limitation, any event beyond our reasonable ability to control such as pandemics, fire, flood, and similar acts of nature, market, electricity, communications and/or Internet outages, terrorism, war, government actions or restrictions, public or private exchange or market regulatory rulings, suspensions of trading, or quote vendor, market maker or other third-party errors, failures or outages, as well as actions or omissions of unaffiliated third parties); or (iii) any losses or liabilities that arise as a Fund’s Shareholder result of computer viruses, malware, or the theft or interception of your account information or credentials, including any actions taken by us pursuant to instructions from someone acting with apparent authority over your account; or (iv) any losses caused directly or indirectly by our decision to voluntarily limit, restrict or suspend trading of any security through us for any reason, including, without limitation, for risk management purposes, or (v) any losses or liabilities that arise as a result of high trading volume, market volatility, or computer, telecommunications, or Internet failures, regardless of the cause including specifically if caused by us due to our gross negligence or willful misconduct, and you unconditionally waive any right you may have to claim or recover such damages (even if you have informed an Indemnified Party or their third-party service providers of the possibility or likelihood of such damages). You will institute a defense against FSSC. any claims at your sole expense and using counsel reasonably acceptable to us. You will keep us informed of the status of the defense of such claims, and you shall not agree to entry of any judgment or enter into any settlement without our written consent (b) FSSC which consent shall not be liable for any error of unreasonably withheld) unless: (i) the judgment or mistake proposed settlement involves only the payment of law monetary damages by the you, and does not impose injunctive or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In other equitable relief upon you; (ii) there are no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) additional third party claims that are reasonably likely to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.made against us;

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC A. ESI shall indemnify and hold Client and its trusteessuccessors, parents, subsidiaries, officers, employeesdirectors, agents and representatives, employees (the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives “Client Parties”) harmless against any and all claimsliabilities, demandsloss, liabilities costs or expenses of whatsoever kind and reasonable expenses (including attorneys’ fees)nature which may be imposed on, related incurred by, or asserted against the Client Parties at any time to the extent such liability, loss or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundexpense results from ESI’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties willful misconduct under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. B. Client shall indemnify and hold ESI and its successors, parents, subsidiaries, officers, directors, employees (cthe “ESI Parties”) Any personharmless against any and all liabilities, even though also an officerloss, trustee, partner, employee costs or agent expenses of FSSC, who whatsoever kind and nature which may be imposed on, incurred by, or become an officerasserted against the ESI Parties at any time to the extent such liability, employee loss or agent of expense results from Client’s gross negligence, willful misconduct, or Client’s noncompliance with any Fund state or federal laws related to this services provided for under this Agreement. C. Whenever a member party becomes aware of a Fund's Board, shall claim that may be deemed, when rendering services subject to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section Section, the party shall survive notify the termination other party as soon as practicable and both parties shall reasonably cooperate in the resolution of this Agreementsuch matter. D. IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID AND PAYABLE TO ESI UNDER THIS AGREEMENT IN THE MOST RECENT TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

Indemnification and Limitation of Liability. a. To the extent permitted by law, Staffing Firm will defend, indemnify, and hold Client and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (aincluding reasonable attorneys fees) In to the absence extent caused by Staffing Firm’s breach of willful misfeasance, bad faiththis Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or the negligence, gross negligence negligence, or reckless disregard willful misconduct of obligations Staffing Firm or duties hereunder on the part of FSSC and its trustees, Staffing Firm’s officers, employees, or authorized agents in the discharge of those duties and responsibilities. b. To the extent permitted by law, Client will defend, indemnify, and hold Staffing Firm and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys fees) to the Funds agree extent caused by Client’s breach of this Agreement; its failure to indemnify FSSC discharge its duties and its trusteesresponsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful misconduct of Client or Client’s officers, employees, or authorized agents in the discharge of those duties and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCresponsibilities. (b) FSSC c. Neither party shall not be liable for any error of judgment or mistake of law or be required to indemnify the other party for any loss suffered by any Fund incidental, consequential, exemplary special, punitive, or lost from damages that arise in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect , regardless of the form ofaction (whether in contract, tort, negligence, strict liability, or consequential otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages. (c) Any persond. As a condition precedent to indemnification, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent the party seeking indemnification will inform the other party within business days after it receives notice of any Fund claim, loss, liability, or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (demand for which it seeks indemnification from the other than services or business in connection with party; and the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth party seeking Indemnification will cooperate in the Declaration of Trust of each Fund that is a Massachusetts business trust investigation and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction defense of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themmatter. (e) e. The provisions in paragraphs 8(a) thru 8(d) of this Section shall survive agreement constitute the termination of this Agreementcomplete agreement between the parties with respect to indemnification, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.

Indemnification and Limitation of Liability. (a) In Neither party shall be liable for any delay or failure in performance beyond its control resulting from acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the absence effect of willful misfeasance, bad faith, gross negligence or reckless disregard such events upon performance of obligations or their respective duties hereunder on under the part contract. The Contractor shall be fully liable for the actions of FSSC and its trustees, officersagents, employees, agents partners or subcontractors and representativesshall fully indemnify and hold harmless the State from suits, actions, damages and costs of every name and description relating to personal injury and damage to property caused by the Funds agree to indemnify FSSC and Contractor, its trustees, officersagents, employees, agents partners or subcontractors, in the performance of the contract without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. The Contractor shall indemnify, defend and representatives hold the State harmless, without limitation, from and against any and all claimsdamages, demands, liabilities and reasonable expenses (including reasonable attorneys’ fees), related claims judgments, liabilities and costs which may be fully assessed against the State in any action for infringement of a United States Letter Patent with respect to the products, materials or otherwise connected with services furnished by the Contractor under its bid response and the contract, or of any copyright trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any breach action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at the Contractor’s sole expense, and (iii) assistance in the defense of any such action at the expense of the Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) the State’s unauthorized modification or alteration of the products or materials; (ii) the State’s use of the products or materials in combination with other products or materials not furnished by the Funds Contractor; (iii) the State’s use of the products or materials in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any provision item(s) or part(s) thereof shall be enjoined for any reason or if the Contractor believes that it may be enjoined, the Contractor shall have the right, at its own expense and sole discretion as the State’s exclusive remedy to take action in the following order of this Agreementprecedence: (i) to procure for the State the right to continue using such item(s) or part(s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iiiii) any action to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the product or material. For all other claims against the Contractor where liability is not otherwise set forth in the contract as being “without limitation”, and regardless of the basis on which the claim is made, the Contractor’s liability for direct damages, shall be the greater of $100,000, the dollar amount of the products or materials, or two times the charges for services rendered by a Fund’s Shareholder against FSSC. (b) FSSC the Contractor under the contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall not be liable to the other for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relatesspecial, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, including lost data or records, even though also an officerif the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, trusteelost revenue or lost institutional operating savings. The State may, partnerin addition to other remedies available to it at law or equity and upon notice to the Contractor, employee retain such monies from amounts due to the Contractor, or agent of FSSCmay proceed against the performance and payment bond, who if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of against them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCsuch Person's office. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VII.

Indemnification and Limitation of Liability. (a) In A. Except as set forth in subparagraph F. below, Mellon will not be liable to the Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, Mellon under the Agreement in the absence of willful misfeasancefraud, bad faith, gross negligence or willful misconduct of Mellon or the reckless disregard of obligations or its duties hereunder on under the part of FSSC Agreement. B. Except as set forth in subparagraph F. below, Mellon agrees to indemnify, defend, and hold harmless the Fund, its trustees, directors, officers, employees, agents and representativesnominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, "Losses") resulting directly and proximately from Mellon's fraud, negligence or willful misconduct in the Funds agree performance of the Services, or reckless disregard of its duties under this Agreement. C. The Fund agrees to indemnify FSSC indemnify, defend and hold harmless Mellon, its trustees, directors, officers, employees, agents agents, and representatives nominees and their respective successors and permitted assigns from and against any Losses resulting directly and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related proximately from Mellon's actions taken or omissions with respect to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Services or based, if applicable, upon Mellon's reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to Mellon by the Fund, its investment adviser, or its designated service providers with which Mellon must interface in providing the Services; provided that this Agreement relatesindemnification shall not apply to actions or omissions of Mellon involving fraud, except a loss resulting from negligence, willful misfeasancemisconduct, bad faith or gross negligence on its part reckless disregard in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any personD. In order for these indemnification provisions to apply, even though also each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an officerindemnification claim. However, trusteefailure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, partneras the case may be, employee is materially prejudiced by such failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or agent confess judgment without the consent of FSSCeach indemnifying party, who may which consent shall not be withheld or become an officerdelayed unreasonably. E. Each indemnifying party shall be entitled to participate in the defense at its own expense, employee or agent assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault. ▇. ▇▇▇▇▇▇ agrees to reimburse the Fund or a member of a its shareholders (including former shareholders) for any losses and reasonable reprocessing costs incurred by the Fund or its shareholders (including former shareholders) resulting directly and proximately from Mellon's negligence in calculating the net asset value per share ("NAV") for the Fund. Mellon's responsibility for reimbursing the Fund or its shareholders (including former shareholders) will be in accordance with and subject to the Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely policies and procedures for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as addressing NAV errors set forth in the Declaration appropriate Service Level Document, including without limitation a materiality threshold of Trust of each Fund one (unrounded) whole cent per share per NAV error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document). Notwithstanding the foregoing, the parties acknowledge and agree that is a Massachusetts business trust (i) Mellon will obtain and agrees that the obligations assumed rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and (ii) Mellon will be without liability or responsibility for any errors or loss occasioned by each such Fund pursuant to this Agreement shall be limited in reliance on such vendors or any case errors caused by or attributable to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from vendors, subject to Mellon's material compliance with the Shareholders of such Fund, tolerance checks set forth in the Trustees, Officers, Employees or Agents of such Fund, or any of themappropriate Service Level Document. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ ' fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s 's Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. . (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. a. To the extent permitted by law, Staffing Firm will defend, indemnify, and hold Client and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (aincluding reasonable attorneys fees) In to the absence extent caused by Staffing Firm’s breach of willful misfeasance, bad faiththis Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or the negligence, gross negligence negligence, or reckless disregard willful misconduct of obligations Staffing Firm or duties hereunder on the part of FSSC and its trustees, Staffing Firm’s officers, employees, or authorized agents in the discharge of those duties and responsibilities. b. To the extent permitted by law, Client will defend, indemnify, and hold Staffing Firm and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys fees) to the Funds agree extent caused by Client’s breach of this Agreement; its failure to indemnify FSSC discharge its duties and its trusteesresponsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful misconduct of Client or Client’s officers, employees, or authorized agents in the discharge of those duties and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCresponsibilities. (b) FSSC c. Neither party shall not be liable for any error of judgment or mistake of law or be required to indemnify the other party for any loss suffered by any Fund incidental, consequential, exemplary special, punitive, or lost from damages that arise in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect , regardless of the form of action (whether in contract, tort, negligence, strict liability, or consequential otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages. (c) Any persond. As a condition precedent to indemnification, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent the party seeking indemnification will inform the other party within business days after it receives notice of any Fund claim, loss, liability, or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (demand for which it seeks indemnification from the other than services or business in connection with party; and the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth party seeking Indemnification will cooperate in the Declaration of Trust of each Fund that is a Massachusetts business trust investigation and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction defense of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themmatter. (e) e. The provisions in paragraphs 8(a) thru 8(d) of this Section shall survive agreement constitute the termination of this Agreementcomplete agreement between the parties with respect to indemnification, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. Subject to such restrictions, limitations and other requirements, if any, as may be contained in the Bylaws of the Trust, the Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. (a) In 10.1. FabTech hereby agrees to indemnify LPSC against and save it harmless from all liability, claims or demands made by any party arising out of damage to any property or death or injury to any employee of FabTech that is the absence result of willful misfeasancenegligence of FabTech. 10.2. LPSC shall at all times defend, bad faithindemnify and hold harmless FabTech, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesofficers, officersagents, directors, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents permitted successors and representatives assigns from and against any and all losses, claims, demands, liabilities and reasonable actions, suits, liabilities, damages, costs or other expenses (including attorneys’ fees), without limitation reasonable fees and expenses of counsel and costs of investigation) related to or arising out of any acts, duties or obligations of LPSC or of any personnel employed or otherwise connected with engaged by the LPSC, including (i) any breach by the Funds of any provision of this Agreement; injury and/or death to persons including LPSC's employees, agents or representatives and damage to property, (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment fines, levies or mistake of law or for any loss suffered other charges imposed by any Fund governmental authority or agency, (iii) failure to comply with or violation of any applicable Federal, state, local, or foreign laws, regulations, rules and ordinances, (iv) any alleged infringement or violation of any patent right in connection with the matters manufacture or sale of products by LPSC using the Products (unless the alleged infringement or violation was directed by FabTech). FabTech shall provide LPSC (i) written notice of any claim, demand, action, suit or other proceeding subject to which this Agreement relatesindemnification hereunder, except and (ii) if such action is brought by a loss resulting from willful misfeasancethird party, bad faith or gross negligence on its part reasonable cooperation (at LPSC's expense) in the performance of defense or settlement thereof. Notwithstanding the foregoing, FabTech may be represented in, but may not control, such action, suit, or proceeding at its duties or from reckless disregard own expense and by it of its obligations and duties under this Agreementown counsel. 10.3. In no event FabTech shall FSSC not in any circumstances be liable to LPSC for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (anything whatsoever other than services the direct loss to LPSC (excluding any loss of use, revenue or business profit by LPSC or the amount of damages awarded against LPSC in favor of, or monies paid by LPSC by way of settlement to, any third party and any costs or expenses of LPSC in connection with the duties same) due to the failure of FSSC hereunder) the Products or defective Products. 10.4. At all times and under all conditions, FabTech's liability for direct loss or damages is strictly limited to be rendering such services to the value of the product shipped and invoiced, and at no time shall FabTech's liability exceed the value of the original amount invoiced by FabTech or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCLPSC, whichever is less. 10.5. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY ACTION IN CONTRACT, TORT (d) FSSC is expressly put on notice INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION FOR ANY -66- 9 CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS OR REVENUES, LOSS OF ANTICIPATED PROFITS OR REVENUES, OR COST OF SUBSTITUTED PRODUCTS INCURRED BY THE OTHER PARTY OR ANY OTHER PARTY AS A RESULT OF THE PRODUCTS PROVIDED UNDER THIS AGREEMENT OR IN ANY WAY ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO OR REASONABLY COULD HAVE BEEN FORESEEN BY SUCH PARTY. 10.6. No action for breach of this Agreement may be commenced more than one year after the date of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themalleged breach. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A. Except as set forth in subparagraph F. below, Mellon will not be liable to a Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, Mellon under the Agreement in the absence of willful misfeasancefraud, bad faith, gross negligence or willful misconduct of Mellon or the reckless disregard of obligations or its duties hereunder on under the part of FSSC Agreement. B. Except as set forth in subparagraph F. below, Mellon agrees to indemnify, defend, and hold harmless each Fund, its trustees, directors, officers, employees, agents and representativesnominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, "Losses") resulting directly and proximately from Mellon's fraud, negligence or willful misconduct in the Funds agree performance of the Services, or reckless disregard of its duties under this Agreement. C. Each Fund agrees to indemnify FSSC indemnify, defend and hold harmless Mellon, its trustees, directors, officers, employees, agents agents, and representatives nominees and their respective successors and permitted assigns from and against any Losses resulting directly and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related proximately from Mellon's actions taken or omissions with respect to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Services or based, if applicable, upon Mellon's reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to Mellon by the Fund, its investment adviser, or its designated service providers with which Mellon must interface in providing the Services; provided that this Agreement relatesindemnification shall not apply to actions or omissions of Mellon involving fraud, except a loss resulting from negligence, willful misfeasancemisconduct, bad faith or gross negligence on its part reckless disregard in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any personD. In order for these indemnification provisions to apply, even though also each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an officerindemnification claim. However, trusteefailure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, partneras the case may be, employee is materially prejudiced by such failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or agent confess judgment without the consent of FSSCeach indemnifying party, who may which consent shall not be withheld or become an officerdelayed unreasonably. E. Each indemnifying party shall be entitled to participate in the defense at its own expense, employee or agent assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault. ▇. ▇▇▇▇▇▇ agrees to reimburse each Fund or a member of a Fund's Board, shall be deemed, when rendering services to its shareholders (including former shareholders) for any losses and reasonable reprocessing costs incurred by such Fund or acting on any business of such Fund its shareholders (other than services or business including former shareholders) resulting directly and proximately from Mellon's negligence in connection with calculating the duties of FSSC hereundernet asset value per share ("NAV") to be rendering such services to or acting solely for such Fund Fund. Mellon's responsibility for reimbursing such Funds or its shareholders (including former shareholders) will be in accordance with and not as an officer, trustee, partner, employee or agent or one under subject to the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as Funds' policies and procedures for addressing NAV errors set forth in the Declaration appropriate Service Level Document, including without limitation a materiality threshold of Trust of each Fund one (unrounded) whole cent per share per NAV error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document). Notwithstanding the foregoing, the parties acknowledge and agree that is a Massachusetts business trust (i) Mellon will obtain and agrees that the obligations assumed rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and (ii) Mellon will be without liability or responsibility for any errors or loss occasioned by each such Fund pursuant to this Agreement shall be limited in reliance on such vendors or any case errors caused by or attributable to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from vendors, subject to Mellon's material compliance with the Shareholders of such Fund, tolerance checks set forth in the Trustees, Officers, Employees or Agents of such Fund, or any of themappropriate Service Level Document. G. Each party shall have a duty to mitigate damages for which the other party or parties may become responsible. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL A FUND, MELLON, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (e) The provisions of this Section shall survive the termination of this AgreementINCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), LOSS OF BUSINESS, 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 OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Great-West Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) In (each, a “Loss” and, collectively, the absence “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder, in each case, to the extent such activities (or omissions) constitute willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder on or thereunder), including the part activities (or such omissions) of FSSC and its trusteesthe Adviser’s directors, officers, employees, agents agents, subsidiaries and representatives, affiliates to the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses extent such activities (including attorneys’ fees), related to or otherwise connected with (iomissions) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from constitute willful misfeasance, bad faith faith, or gross negligence on its part in the performance of its duties or from by reason of its reckless disregard by it of its obligations and or duties under this Agreement or the Advisory Agreement; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney’s fees and expenses) incurred by the Indemnified Party in defending such Third Party Assertion between the date of the commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or settle such Third Party Assertion without the prior written consent of the Indemnifying Party and will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to receive such notice, except to the extent that (and only to such extent) the failure to receive notice materially prejudiced the rights of such party. h. In no event shall FSSC any party be liable to any other party for indirect special, consequential, punitive, incidental, exemplary or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee similar damages or agent losses regardless of FSSC, who may be the grounds or become an officer, employee or agent nature of any Fund claim asserted (including without limitation contract, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ liability or a member otherwise) and whether or not the party seeking the indemnification was advised of a Fund's Board, the possibility of the damage or loss asserted. Nothing in this Section 13 shall be deemed, when rendering services construed in a manner inconsistent with Section 17(i) of the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to such the management of assets of the Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCAccount. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. 8.1 Indemnification of the Trustee (a1) In RTO Acquiror and Canco jointly and severally agree to indemnify and hold harmless the absence Trustee and each of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesdirectors, officers, employees, employees and agents appointed and representativesacting in accordance with this agreement (collectively, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives “Indemnified Parties”) against any and all claims, demandslosses (other than loss of profits), liabilities damages, reasonable costs, penalties, fines and reasonable expenses (including attorneys’ fees)reasonable expenses of the Trustee’s legal counsel) which, related without fraud, gross negligence, wilful misconduct or bad faith on the part of such Indemnified Party or a material breach of any provision hereof, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instruction delivered to the Trustee by RTO Acquiror or otherwise connected Canco pursuant hereto. (2) In no case shall RTO Acquiror or Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless RTO Acquiror and Canco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, RTO Acquiror and Canco shall be entitled to participate at their own expense in the defence and, if RTO Acquiror and Canco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any breach the employment of such counsel has been authorized by the Funds of any provision of this AgreementRTO Acquiror or Canco; or (ii) the named parties to any action such suit include both the Trustee and RTO Acquiror or Canco and the Trustee shall have been advised by counsel acceptable to RTO Acquiror or Canco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to RTO Acquiror or Canco and that, in the judgement of such counsel, would present a Fund’s Shareholder against FSSC. conflict of interest were a joint representation to be undertaken (b) FSSC in which case RTO Acquiror and Canco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this AgreementTrustee). In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section This indemnity shall survive the termination of this Agreementthe Trust and the resignation or removal of the Trustee.

Indemnification and Limitation of Liability. (a) In The Contractor shall defend, indemnify and hold harmless the absence City from all losses, , claims, costs, damages, attorneys' fees and all other liabilities and expenses of willful misfeasanceany kind from any source which may arise out of the performance of this Agreement, bad faithcaused by the negligent act or failure to act of the Contractor, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representativesservants, subcontractors or agents, or if caused by Contractor's performance under this Agreement as well as the Funds agree to indemnify FSSC and its trustees, officers, performance of Contractor's employees, agents representative and representatives against any and all claimssubcontractors. The lf City suffers Losses (regardless of whether such Loss is based on breach of contract, demandstort, liabilities and reasonable expenses (including attorneys’ fees)strict liability, related breach of warranties, failure of essential purpose, statutory liability or othe1wise) as a result of Contractor's breach of its obligations hereunder with respect to or otherwise connected with Services performed pursuant to a Schedule, Contractor will be liable to City up to an amount equal to the Contract Price. The limitations on Contractor's liability contained in the paragraph immediately above will not apply to Losses arising from: (i) any Contractor's willful, fraudulent or criminal misconduct; (ii) Contractor's breach of the confidentiality provisions of this Agreement resulting in unauthorized use, access or disclosure of Confidential Information; (iii) bodily injury, including death, or damage to tangible personal or real property incurred while Contractor is performing the Services and to the extent caused by the Funds negligent or willful acts or omissions of any provision of this AgreementContractor's personnel or agents in performing the Services; or (iiiv) any action the infringement of the proprietary rights of a third party by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error use of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this AgreementContractor Information contemplated hereunder. In no event shall FSSC will either party be liable to the other party for indirect incidental, consequential, special, or consequential punitive damages (itic]▇▇▇▇▇ loss of profits, data, business or goodwill, or government fines, penalties, taxes, or filing fees), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose, statutory liability or otherwise, and even if advised of the likelihood of such damages. (c) Any person. Notwithstanding Lhe foregoing, even though also an officeras applicable to the City and the Services, trustee, partner, Contractor will not be liable to City for any amounts for which City or any of its employee or agent of FSSC, who may be or become an officer, employee or agent benefits plans would have been responsible to pay irrespective of any Fund act, error or a member of a Fundomission by Contractor, including interest adjustments. The parties agree that each party's Boardobligation to indemnify the other pursuant to this Section is subject to each party's agreement lo use reasonable efforts to mitigate its own, shall be deemedas well as the other party's, when rendering services to such Fund or acting on any business of such Fund (liability, damages, and other than services or business losses suffered in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination arising out of this Agreement.,

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the Delaware Act, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Article VIII, Section shall survive the termination of this Agreement2.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance6.1 Client shall indemnify UBC, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesdirectors, officers, employees, agents and agents, representatives, subcontractors, affiliates and advisors, for any and all damages, costs, expenses and other liabilities, including reasonable attorney’s fees and court costs, incurred in connection with any third-party claim, action or proceeding arising from (a) UBC’s connection to its obligations under this Agreement or any protocol related thereto, (b) any harmful or otherwise unsafe effect of any Client drug product, (c) any breach by Client of this Agreement, or (d) any negligence, gross negligence or intentional misconduct of Client; provided however, that Client shall have no obligation hereunder with respect to any claim, action or proceeding to the Funds agree extent shown by a court of competent jurisdiction to indemnify FSSC and have arisen from the negligence, gross negligence or intentional misconduct on the part of UBC or any of its trusteesdirectors, officers, employees, agents agents, representatives, subcontractors, affiliates or advisors, or breach by UBC of any of its obligations under this Agreement. 6.2 UBC shall indemnify Client, its directors, officers, and representatives against employees for any and all claimsdamages, demandscosts, liabilities expenses and other liabilities, including reasonable expenses (including attorneys’ fees)attorney’s fees and court costs, related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund incurred in connection with any third-party claim, action or proceeding to the matters extent shown by a court of competent jurisdiction to which this Agreement relates, except a loss resulting have arisen from willful misfeasance, bad faith the negligence or gross negligence on its part in the performance intentional misconduct of UBC or any of its duties directors, officers, employees, agents, affiliates or from reckless disregard by it representatives, or breach of UBC of any of its obligations and duties under this Agreement. In no event . 6.3 Neither Party, together with their affiliates and any of their respective directors, officers, employees, subcontractors, consultants or agents, shall FSSC be liable have any liability of any type (including, but not limited to, contract, negligence, and tort liability), for any special, incidental, indirect or consequential damages. (c) Any person, even though also an officerincluding, trusteebut not limited to the loss of opportunity, partnerloss of use, employee or agent loss of FSSCrevenue or profit, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties or arising out of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not this Agreement, except as an officer, trustee, partner, employee or agent or one may otherwise arise under the control or direction of FSSC even though paid by FSSCapplicable law. 6.4 THE COLLECTIVE, AGGREGATE LIABILITY (dINCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE AND TORT LIABILITY) FSSC OF UBC, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UNDER THIS AGREEMENT SHALL NOT EXCEED [ *** ] FROM CLIENT PURSUANT TO THE SOW FOR THE SERVICES FROM WHICH SUCH LIABILITY AROSE. SUCH LIMITATION SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 6.1 AND 6.2 AND SHALL NOT APPLY IN THE CASES OF (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 3 OR (B) THE WILLFUL MISCONDUCT OF EITHER PARTY. 6.5 Any Party liable to provide indemnification hereunder shall be entitled, at its option, to control the defense and settlement of any claim on which it is expressly put on notice liable, provided that the indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of the limitation of liability claim as set forth the disposition or settlement relates to the Party being indemnified. The indemnified Party shall reasonably cooperate in the Declaration investigation, defense and settlement of Trust of each Fund that any claim for which indemnification is a Massachusetts business trust sought hereunder and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction provide prompt notice of any such obligations from claim or reasonably expected claim to the Shareholders of such Fund, [ *** ] Certain information on this page has been redacted and filed separately with the Trustees, Officers, Employees or Agents of such Fund, or any of themSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. indemnifying Party. An indemnified Party shall have the right to retain its own separate legal counsel at its own expense. (e) The provisions 6.6 No settlement or compromise of this Section shall survive a claim subject to the termination indemnification provision will be binding on either Party without prior written consent. Such consent of this Agreementsettlement or compromise will not be unreasonably withheld. Neither Party will admit fault on behalf of the other Party with out the written approval of that Party.

Indemnification and Limitation of Liability. (a) In the absence connection with URGP’s engagement of willful misfeasanceBEL, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC URGP hereby agrees to indemnify and hold harmless BEL and its trusteesaffiliates, and the respective controlling persons, directors, officers, employeesmembers, shareholders, agents and representativesemployees of any of the foregoing (collectively the “Indemnified Persons”), the Funds agree to indemnify FSSC from and its trustees, officers, employees, agents and representatives against any and all claims, demandsactions, suits, proceedings (including those of shareholders), damages, liabilities and reasonable expenses incurred by any of them, as incurred, (including attorneys’ feescollectively a “Claim”), that are (A) related to or otherwise connected with arise out of (i) any breach actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Funds of any provision of this Agreement; URGP, or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not actions taken or omitted to be liable for any error of judgment or mistake of law or for any loss suffered taken by any Fund Indemnified Person in connection with URGP’s engagement of BEL, or (B) otherwise relate to or arise out of BEL’s activities on URGP’s behalf under BEL’s engagement, and URGP shall reimburse any Indemnified Person for all expenses as incurred by such Indemnified Person in connection with defending any such claim, action, suit or proceeding in which any Indemnified Person is a party. URGP will not, however, be responsible for any Claim that resulted from the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part or willful misconduct of any person seeking indemnification for such Claim. URGP further agrees that no Indemnified Person shall have any liability to URGP for or in connection with URGP’s engagement of BEL except for any Claim incurred by URGP as a result of such Indemnified Person’s gross negligence or willful misconduct; provided however that in no event shall BEL’s liability to URGP exceed the performance of its duties or from reckless disregard fees paid by it of its obligations and duties URGP under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DBTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to each officer's and Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a person serves as a Trustee or officer of the Trust whether or not such person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of his or duties hereunder her office. Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the part of FSSC and its trustees, officers, employees, agents and representativesTrust, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against officers or the Trustees or any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and/or officers or officer, and such Trustees or Trustee, or officers or officer, as applicable, shall not be personally liable therefore, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VII.

Indemnification and Limitation of Liability. (a) In The Sub-Adviser shall indemnify and hold harmless the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC Adviser from and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demandslosses, liabilities and reasonable expenses or damages (including attorneys’ fees), reasonable attorney’s fees and other related to expenses) howsoever arising from or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 5 shall be reduced to which this Agreement relatesthe extent that the claim against, except a loss resulting from or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser’s own willful misfeasance, bad faith or gross negligence on its part in negligence, or to the performance reckless disregard of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event Notwithstanding the foregoing, the Sub-Adviser shall FSSC not be liable subject to any liability to the Adviser for indirect or consequential damages. (ci) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent any loss arising out of any Fund error of judgment, any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or gross negligence in the performance or non-performance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law; (ii) any loss arising from the Sub-Adviser’s adherence to the Board’s or Adviser’s written instructions; or (iii) any act or failure to act by the Custodian or any broker or dealer to which the Sub-Adviser in good faith and, with respect to a member broker or dealer, in accordance with Section 1(c) directs transactions for the Assets. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of a Fund's Boardany rights which the Adviser may have under U.S. securities laws. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, shall be deemedlosses, when rendering services to such Fund liabilities or acting on any business of such Fund damages (including reasonable attorney’s fees and other than services related expenses) howsoever arising from or business in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. Notwithstanding the foregoing, the Adviser shall not be subject to any liability to the Sub-Adviser for any loss arising out of FSSC hereunder) any error of judgment, any investment or other act or omission in the course of, connected with, or arising out of any service to be rendering such services to rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or acting solely for such Fund and not as an officer, trustee, partner, employee gross negligence in the performance or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice non-performance of the Adviser’s duties hereunder; by reason of reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of liability as set forth in any rights which the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themSub-Adviser may have under U.S. securities laws. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable to any Person, other than the Trust or a sub-adviser to the extent provided in this Article VII for any act, omission or obligation of: the Trust, any agent or employee of the Trust; any Manager, sub-Manager, or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission or obligation of any other Trustee or officer, respectively. Subject to Sections 2(a)i-v below, the Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee (each such person being an “indemnitee”) from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of such Person’s office provided, however, that a Trustee shall not be liable for errors of judgment in mistakes of fact or duties law. (i) Notwithstanding the foregoing, with respect to any claim, demand, action, suit or other proceeding (or part thereof) commenced by any indemnitee, indemnification shall be mandatory only if the commencement of such claim, demand, action, suit or other proceeding (or part thereof) by such indemnitee was authorized by a majority of the Trustees in their sole discretion or was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification. The rights to indemnification set forth in this Declaration of Trust shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement of this Declaration of Trust or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal. (ii) Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a determination (i) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification hereunder or, (ii) in the absence of such a decision, by (1) a majority vote of a quorum of those Trustees who are neither Interested Persons of the Trust nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled to indemnification hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (c) below. (iii) To the fullest extent permitted by law, and without requiring a preliminary determination of the ultimate entitlement to indemnification, the Trust shall make advance payments (which shall be unsecured and interest free) in connection with expenses (including legal fees and expenses) incurred by any indemnitee in appearing at, participating in or defending any claim, demand, action, suit or proceeding with respect to which indemnification might be sought hereunder if the Trust receives a written undertaking by the indemnitee to repay the Trust such amounts if it ultimately shall be determined that the indemnitee is not entitled to indemnification as authorized by this Section 2. The Trust shall have no obligation to advance any amounts in connection with any claim, demand, action, suit or other proceeding (or part thereof) commenced by an indemnitee unless such commencement was (1) authorized by a majority of FSSC the Trustees in their sole discretion or (2) instituted by the indemnitee to enforce his or her rights to indemnification hereunder. (iv) The rights accruing to any indemnitee under these provisions shall not exclude or restrict any other right (including any right of indemnification or advancement) which any indemnitee or any other person may have or hereafter acquire under this Declaration, the Bylaws of the Trust, any statute, agreement, vote of Shareholders or Trustees who are not Interested Persons or any other right to which he or she may be lawfully entitled. (v) Subject to any limitations provided by the 1940 Act and its trusteesthis Declaration of Trust, the Trust shall have the power and authority to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of the Trust or provide for the advance payment of expenses for such Persons, provided that such indemnification has been approved by a majority of the Trustees. All Persons extending credit to, contracting with or having any claim against the Trust or any Series shall look only to the assets of the appropriate Series of the Trust or Class thereof to which such credit, contract or claim relates, for payment under such credit, contract, or claim; and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees, agents and representativesor agents, the Funds agree to indemnify FSSC and its trusteeswhether past, officerspresent, employeesor future, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCshall be personally liable therefore. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefore, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties the first paragraph of this Section 2 of this Article VII. At the Trustees’ discretion, any note, bond, contract, instrument, certificate or from reckless disregard undertaking made or issued by it the Trustees or by any officer or officers may give notice that the Certificate of its obligations Trust is on file in the office of the Secretary of State of the State of Delaware and duties under this Agreement. In no event shall FSSC be liable for indirect that a limitation on liability of Series exists and such note, bond, contract, instrument, certificate or consequential damages. (c) Any personundertaking may, even though also an officerif the Trustees so determine, trustee, partner, employee recite that the same was executed or agent made on behalf of FSSC, who may be the Trust by a Trustee or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to Trustees in such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund capacity and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust individually and agrees that the obligations assumed by each of such Fund pursuant to this Agreement shall be limited in instrument are not binding upon any case to such Fund and its of them or the Shareholders individually but are binding only on the assets and that FSSC shall not seek satisfaction property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such obligations from the Shareholders of such Fundnotice or recital shall in no way operate to bind any Trustee, the Trustees, Officers, Employees or Agents of such Fundofficer, or any of themShareholder individually. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the absence Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of willful misfeasancethe Trust, bad faithof such Trustee, gross negligence or reckless disregard of obligations or duties hereunder on the part any other Trustee. A Trustee shall not be personally liable for monetary damages for breach of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with fiduciary duty as a trustee except in cases in which (i) any breach by the Funds Trustee breaches the duty of any provision of this Agreement; loyalty to the Trust or its Shareholders, (ii) any action by an act or omission not in good faith or that involves intentional misconduct or a Fund’s Shareholder against FSSC. knowing violation of law, (biii) FSSC the Trustee derived an improper personal benefit. The Trustees shall not be responsible or liable in any event for any error neglect or wrong-doing of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trusteeagent, partneremployee, employee Manager or agent Principal Underwriter of FSSCthe Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The Trust shall indemnify each Person who may be is, or become an has been, a Trustee, officer, employee or agent of the Trust, any Fund Person who is serving or has served at the Trust's request as a member Trustee, officer, trustee, employee or agent of another organization in which the Trust has any interest as a Fundshareholder, creditor or otherwise to the extent and in the manner provided in the By-Laws. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series, or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust's Boardofficers, employees or agents, whether past, present or future, shall be deemedpersonally liable therefor. Every note, when rendering services to such Fund bond, contract, instrument, certificate or acting undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or Trustees by any business of such Fund (other than services or business them in connection with the duties Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees' discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of FSSC hereunder) to be rendering Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on the liability of each Series exists and such services to note, bond, contract, instrument, certificate or acting solely for undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust or by a Trustee or Trustees in such Fund capacity and not as individually or by an officer, trustee, partner, employee officer or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth officers in the Declaration of Trust of each Fund that is a Massachusetts business trust such capacity and agrees not individually and that the obligations assumed by each of such Fund pursuant to this Agreement shall be limited in instrument are not binding upon any case to such Fund and its of them or the Shareholders individually but are binding only on the assets and that FSSC shall not seek satisfaction property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such obligations from the Shareholders of such Fund, the notice or recital shall in no way operate to bind any Trustees, Officers, Employees officers or Agents of such Fund, or any of themShareholders individually. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In You agree to indemnify us to the absence of willful misfeasancemaximum extent permitted by applicable law and hold us, bad faithour affiliates, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesour and their respective directors, officers, employees, agents contractors, agents, successors, and representativesassigns (“Indemnified Parties”), the Funds agree to indemnify FSSC harmless under this Agreement from and its trusteesagainst all losses, officers, employees, agents and representatives against any and all claims, demandsactions, liabilities costs and reasonable expenses (liabilities, including attorneys’ feesfees (“Losses”) (except to the extent that such Losses are determined by a court of competent jurisdiction or an arbitration panel in a final, non-appealable judgment or order to have resulted solely from our gross negligence or willful misconduct), arising from or related to or otherwise connected with (i) any to: • Any breach by the Funds you or an Authorized Person of any provision of any of the Agreements; • Any dispute that does not directly result from our willful misconduct or gross negligence in our performance of services as set forth in this Agreement or any other agreement as determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment; • Any inaccurate or outdated information supplied to us by you or an Authorized Person; • Any dishonest, fraudulent, negligent or criminal act or omission by you or an Authorized Person; • Any act or omission by you or an Authorized Person that infringes, misappropriates, or violates any patent, trade secret, copyright, trademark, or other proprietary right of the Indemnified Parties or any violation of the applicable terms set forth in this Agreement or other agreement related to the Indemnified Parties or any of their licensors’ intellectual property rights or proprietary acts; • The failure by any person not controlled by the Indemnified Parties to perform any obligations to you; • Any allegation that the Indemnified Parties acted or failed to act in an “advisory,” supervisory,” “surveilling,” or “reviewing” role with respect to your Account; • Any allegation that the Indemnified Parties acted improperly or failed to act properly in permitting or continuing to permit, any services to be rendered to you (or the manner in which such services were rendered or failed to be rendered), including any trading or investment activity or movement of money or funds (or lack of any such activity or movement thereof); • Any compromise of your computer, network, or methods you use to protect your account or the email or other accounts you use to communicate with us; • Any issues arising in connection with “held away assets” (as defined below) and third parties’ servicing such held away assets; • The performance or non-performance, delivery or non-delivery of services by your Authorized Person and any dispute between you and your Authorized Person that does 31 11/07/2021 not directly result from our performance of services as set forth in this Agreement; • The performance or non-performance, delivery or non-delivery of services, or default by your third party brokerage firm and any dispute between you and your third- party brokerage firm that does not directly result from our performance of services as set forth in this Agreement; or • Any debit, deduction or reduction in value from (i) reclaimed funds resulting from (A) the initiation of electronic funds transfers (EFT) to or from any account by you regardless of reason or when made, (B) any checks returned for insufficient funds, (C) any wire or other transfer not properly authorized by you (it being understood that reclaims can be made for substantial periods of time after the initial credit was processed and without recourse), and (ii) any fees owed to Indemnified Parties by you if there are insufficient monies and securities after liquidation to cover fees owed to us. To the maximum extent permitted by applicable law, none of our Indemnified Parties and their third- party service providers shall be liable for any action taken or omitted to be taken by any of them under this Agreement or in connection with the services provided to you except to the extent that such Losses are actual losses and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from such Indemnified Parties’ or such third-party service provider’s gross negligence or willful misconduct . None of our Indemnified Parties or their third-party service providers shall be liable for any actions taken or omitted in accordance with any instruction from you, or your Authorized Person. In no event shall any of our Indemnified Parties or their third-party service providers be held liable for (i) indirect, consequential, exemplary, or punitive damages; or (ii) any action loss of any kind caused, directly or indirectly, by any extraordinary or force majeure event (including, without limitation, any event beyond our reasonable ability to control such as pandemics, fire, flood, and similar acts of nature, market, electricity, communications and/or Internet outages, terrorism, war, government actions or restrictions, public or private exchange or market regulatory rulings, suspensions of trading, or quote vendor, market maker or other third-party errors, failures or outages, as well as actions or omissions of unaffiliated third parties); or (iii) any losses or liabilities that arise as a Fund’s Shareholder result of computer viruses, malware, or the theft or interception of your account information or credentials, including any actions taken by us pursuant to instructions from someone acting with apparent authority over your account; or (iv) any losses caused directly or indirectly by our decision to voluntarily limit, restrict or suspend trading of any security through us for any reason, including, without limitation, for risk management purposes, or (v) any losses or liabilities that arise as a result of high trading volume, market volatility, or computer, telecommunications, or Internet failures, regardless of the cause including specifically if caused by us due to our gross negligence or willful misconduct, and you unconditionally waive any right you may have to claim or recover such damages (even if you have informed an Indemnified Party or their third-party service providers of the possibility or likelihood of such damages). You will institute a defense against FSSC. any claims at your sole expense and using counsel reasonably acceptable to us. You will keep us informed of the status of the defense of such claims, and you shall 32 11/07/2021 not agree to entry of any judgment or enter into any settlement without our written consent (b) FSSC which consent shall not be liable for any error of unreasonably withheld) unless: (i) the judgment or mistake proposed settlement involves only the payment of law monetary damages by the you, and does not impose injunctive or for any loss suffered by any Fund in connection other equitable relief upon you; (ii) there are no additional third party claims that are reasonably likely to be made against us; (iii) there are no likely adverse impacts on existing third party claims as a result of the judgment or proposed settlement; and (iv) we will have no liability with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services respect to such Fund judgment or acting on any business proposed settlement. Notwithstanding the foregoing, we will have the right to assume the defense of such Fund (other than services claims at your sole expense. If the Indemnified Parties shall suffer or business in connection with incur any Losses for which the duties of FSSC hereunder) Indemnified Parties are entitled to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund indemnified pursuant to this Agreement Agreement, and you shall be limited in any case fail to make such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from indemnification within ten (10) business days after being requested to do so, we have the Shareholders right to deduct the amount of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themLosses from your account. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A. Each participating agency shall indemnify, defend, and hold harmless the absence of willful misfeasanceother parties, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on and the part of FSSC and its trustees, other parties’ officers, employees, and agents from any and representativesall allegations, complaints, losses, claims, damages, attorneys’ fees, or costs for wrongful and/or negligent acts or omissions of the Funds agree to indemnify FSSC and participating agency and/or its trustees, officers, employees, or agents and representatives against any and all relating to or arising out of Task Force activities. In the case of allegations, complaints, losses, claims, demandsdamages, liabilities and reasonable expenses (including attorneys’ fees), related or costs against more than one participating agency, any damages allowed shall be levied in proportion to or otherwise connected with (i) the percentage of fault attributable to each, and each participating agency shall have the right to seek contribution from each of the other participating agencies in proportion to the percentage of fault attributable to each of the other parties. The parties shall cooperate and jointly defend any breach such matter to the fullest extent allowed by law. B. A participating agency reserves the Funds right, but shall have no obligation, to participate in the defense of any provision claim, damages, losses or expenses and such participation shall not constitute a waiver of the participating agency’s indemnity obligations under this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC C. Nothing in this Agreement shall not require or be liable interpreted to: 1. Waive any defense arising out of RCW Title 51. 2. Limit the ability of any participating agency or its officials, officers or employees from exercising any right, defense or remedy which a participating agency to a lawsuit may have with respect to claims or third parties, including any good faith attempts to seek dismissal of legal claims against a participating agency by any proper means allowed under the civil rules in either state or federal court. 3. Cover or require indemnification for intentional wrongful conduct, conduct outside the scope of employment of any error of judgment or mistake of law individual or for any loss suffered by judgment for punitive damages against any Fund in connection with individual or participating agency. Payment of punitive damage awards, fines or sanctions shall be the matters sole responsibility of the individual against whom such a judgment is rendered and/or his/her employer, should that employer elect to which this make payment voluntarily. This Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent does not require indemnification of any Fund punitive damage awards or a member of a Fund's Board, shall be deemed, when rendering services to such Fund for any order imposing fines or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCsanctions. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable to any Person other than the Trust to the extent provided in this Article VII, for any act, omission or obligation of: the Trust, any agent or employee of the Trust; any Manager, sub-Manager, or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission or obligation of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of such Person's office provided, however, that a Trustee shall not be liable for errors of judgment in mistakes of fact or duties hereunder on law. All persons extending credit to, contracting with or having any claim against the part Trust or the Trustees shall look only to the assets of FSSC the appropriate Series of the Trust or Class thereof to which such credit, contract or claim relates, for payment under such credit, contract, or claim; and its trusteesneither the Trustees nor the Shareholders, nor any of the Trust's officers, employees, agents and representativesor agents, the Funds agree to indemnify FSSC and its trusteeswhether past, officerspresent, employeesor future, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCshall be personally liable therefore. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefore, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination 2 of this AgreementArticle VII.

Indemnification and Limitation of Liability. (a) In No ---------- ------------------------------------------- Indemnified Trustee shall be responsible or liable in any event for any neglect or wrong doing of any officer, agent, employee, Investment Adviser or Principal Underwriter of the absence Trust or of any Series, nor shall any Indemnified Trustee be responsible for the act or omission of any other Indemnified Trustee, and, subject to the provisions of the Bylaws, the Trust out of its assets shall indemnify and hold harmless each Indemnified Trustee and every officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Indemnified Trustee's or officer's performance of his, her or its duties as an Indemnified Trustee or officer of the Trust; provided, however, that nothing herein contained shall -------- ------- indemnify, hold harmless or protect an Indemnified Trustee or officer of the Trust from or against any liability to the Trust or any Shareholder to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of his, her or duties hereunder its office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the part Trust or the Indemnified Trustees or any of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, Trust shall be deemedconclusively deemed to have been issued, when rendering services executed or done only in or with respect to such Fund their or acting on any business of such Fund (other than services his or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not her capacity as an officerIndemnified Trustee, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC Indemnified Trustees shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of thembe personally liable thereon. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the Delaware Act, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify, defend and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties or from reckless disregard by it Section 2(a) of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damagesArticle IX. (c) Any person, even though also an officer, trustee, partner, employee The foregoing provisions shall not limit or agent of FSSC, who alter any other rights to indemnification that the Trustees or the officers may be or become an officerentitled to, employee or agent of including any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection separate indemnification arrangements with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCTrust. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions first paragraph of this Section shall survive the termination of this AgreementArticle VIII.

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Empower Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) In (each, a “Loss” and, collectively, the absence “Losses”) incurred or suffered by Empower Funds or the Adviser as a direct result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Empower Funds or the Adviser deemed to protect Empower Funds or the Adviser against any liability to which Empower Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of their obligations or duties hereunder on under this Agreement or the part of FSSC Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser and its trusteesdirectors, officers, employees, agents agents, subsidiaries and representativesaffiliates from and against any and all Losses incurred or suffered by Sub-Adviser as a direct result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Funds agree Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to indemnify FSSC and carry out its trusteesobligations hereunder or thereunder), including the activities (or such omissions) of the Adviser’s directors, officers, employees, agents agents, subsidiaries and representatives affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters liability to which this Agreement relates, except a loss resulting from the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence on its part in the performance of its duties or from by reason of its reckless disregard by it of its obligations and or duties under this Agreement. c. Empower Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for Empower Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such untrue statement or omission or allegation thereof was made based upon information furnished in writing to the Sub-Adviser by Empower Funds or the Adviser for use in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Empower Funds and the Adviser, their directors and officers, and each person, if any, who controls Empower Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Empower Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing to Empower Funds or the Adviser by the Sub-Adviser for use in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third-Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or in connection with a Third-Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third-Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third-Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney’s fees and expenses) incurred by the Indemnified Party in defending such Third-Party Assertion between the date of the commencement of such Third-Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third-Party Assertion, the Indemnified Party shall not compromise or settle such Third-Party Assertion without the prior written consent of the Indemnifying Party and will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such Third-Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third-Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third-Party Assertion settled. Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to receive such notice, except to the extent that (and only to such extent) the failure to receive notice materially prejudiced the rights of such party. h. In no event shall FSSC any party be liable to any other party for indirect special, consequential, punitive, incidental, exemplary or consequential similar damages. (c) Any person, even though also an officer, trustee, partner, employee or agent losses regardless of FSSC, who may be the grounds or become an officer, employee or agent nature of any Fund claim asserted (including without limitation contract, statute, negligence, tort, strict liability or a member otherwise) and whether or not the party seeking the indemnification was advised of a Fund's Board, the possibility of the damage or loss asserted. Nothing in this Section 13 shall be deemed, when rendering services construed in a manner inconsistent with Section 17(i) of the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to such the management of assets of the Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCAccount. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A. Except as set forth in subparagraph F. below, Mellon will not be liable to a Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, Mellon under the Agreement in the absence of willful misfeasancefraud, bad faith, gross negligence or willful misconduct of Mellon or the reckless disregard of obligations or its duties hereunder on under the part of FSSC Agreement. B. Except as set forth in subparagraph F. below, Mellon agrees to indemnify, defend, and hold harmless each Fund, its trustees, directors, officers, employees, agents and representativesnominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, “Losses”) resulting directly and proximately from Mellon’s fraud, negligence or willful misconduct in the Funds agree performance of the Services, or reckless disregard of its duties under this Agreement. C. Each Fund agrees to indemnify FSSC indemnify, defend and hold harmless Mellon, its trustees, directors, officers, employees, agents agents, and representatives nominees and their respective successors and permitted assigns from and against any Losses resulting directly and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related proximately from Mellon’s actions taken or omissions with respect to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Services or based, if applicable, upon Mellon’s reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to Mellon by the Fund, its investment adviser, or its designated service providers with which Mellon must interface in providing the Services; provided that this Agreement relatesindemnification shall not apply to actions or omissions of Mellon involving fraud, except a loss resulting from negligence, willful misfeasancemisconduct, bad faith or gross negligence on its part reckless disregard in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any personD. In order for these indemnification provisions to apply, even though also each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an officerindemnification claim. However, trusteefailure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, partneras the case may be, employee is materially prejudiced by such failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or agent confess judgment without the consent of FSSCeach indemnifying party, who may which consent shall not be withheld or become an officerdelayed unreasonably. E. Each indemnifying party shall be entitled to participate in the defense at its own expense, employee or agent assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault. ▇. ▇▇▇▇▇▇ agrees to reimburse each Fund or a member of a Fund's Board, shall be deemed, when rendering services to its shareholders (including former shareholders) for any losses and reasonable reprocessing costs incurred by such Fund or acting on any business of such Fund its shareholders (other than services or business including former shareholders) resulting directly and proximately from Mellon’s negligence in connection with calculating the duties of FSSC hereundernet asset value per share ("NAV") to be rendering such services to or acting solely for such Fund Fund. Mellon's responsibility for reimbursing such Funds or its shareholders (including former shareholders) will be in accordance with and not as an officer, trustee, partner, employee or agent or one under subject to the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as Funds' policies and procedures for addressing NAV errors set forth in the Declaration appropriate Service Level Document, including without limitation a materiality threshold of Trust of each Fund one (unrounded) whole cent per share per NAV error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document). Notwithstanding the foregoing, the parties acknowledge and agree that is a Massachusetts business trust (i) Mellon will obtain and agrees that the obligations assumed rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and (ii) Mellon will be without liability or responsibility for any errors or loss occasioned by each such Fund pursuant to this Agreement shall be limited in reliance on such vendors or any case errors caused by or attributable to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from vendors, subject to Mellon’s material compliance with the Shareholders of such Fund, tolerance checks set forth in the Trustees, Officers, Employees or Agents of such Fund, or any of themappropriate Service Level Document. G. Each party shall have a duty to mitigate damages for which the other party or parties may become responsible. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL A FUND, MELLON, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (e) The provisions of this Section shall survive the termination of this AgreementINCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), LOSS OF BUSINESS, 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 OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance6.1 AFFILIATE agrees to indemnify, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC defend and hold CAPITAL STACK and its trusteesaffiliates, parents, stockholders, subsidiaries, officers, employeesdirectors, agents and representativesmembers, the Funds agree to indemnify FSSC and its trustees, officersmanagers, employees, agents agents, successors and representatives assigns (such indemnified persons are collectively hereinafter referred to as “Indemnified Persons”), harmless from and against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees)damages, of whatever kind and nature, including, but not limited to, actual attorney’s and court fees and costs, which any Indemnified Person may suffer, sustain, incur or become subject to arising out of or related to or otherwise connected with to: (i) any breach failure by the Funds AFFILIATE or any employee, agent, or affiliate of any provision the AFFILIATE to comply with the terms of this Agreement; or (ii) any action warranty or representation made by the AFFILIATE or any employee, agent, or affiliate of the AFFILIATE being false or misleading; (iii) fraud or negligence of the AFFILIATE or its subcontractors, agents or employees; (iv) any alleged or actual violations by AFFILIATE or its subcontractors, employees, or agents of any governmental laws, or regulations; or (v) any governmental or NACHA inquiry or investigation related to AFFILIATE’s acts or omissions. AFFILIATE will promptly notify CAPITAL STACK of any claim, demand, suit or threat of suit of which AFFILIATE becomes aware which may give rise to a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error right of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties indemnification under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, CAPITAL STACK shall be deemedentitled to participate in, when rendering services to such Fund or acting on any business of such Fund (other than services take over, the settlement or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction defense of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) suit. The provisions of this Section shall survive the termination or expiration of this Agreement. In the event CAPITAL STACK suffers any loss, liability or damage relating, directly or indirectly, to an indemnified claim hereunder, CAPITAL STACK may withhold and set-off against any Compensation due to AFFILIATE under this Agreement until CAPITAL STACK has fully recovered the amount of such loss, liability or damage. 6.2 In no event will any Party be liable for any special, incidental, consequential or punitive damages of any nature or for any reason whatsoever regardless of the form or action, whether in contract, tort, or otherwise even if advised of that possibility. The liability, if any, of CAPITAL STACK under this Agreement for any claims, costs, damages, losses and expenses for which it is or may be legally liable, whether arising in negligence or other tort, contract, or otherwise, will not exceed in the aggregate the amount of any Compensastion paid to AFFILIATE for the preceding 4-month period measured from the date the liability accrues. 6.3 This Agreement does not constitute or represent any form of employment of AFFILIATE by CAPITAL STACK. In performing its obligations pursuant to this Agreement, AFFILIATE shall act solely as an independent contractor and shall not be deemed an agent or partner of, or joint venturer with, CAPITAL STACK. As an independent contractor, AFFILIATE shall accept directions issued by CAPITAL STACK pertaining to the goals to be attained and the results to be achieved by AFFILIATE, but shall be solely responsible for the manner in which AFFILIATE shall perform services under this Agreement. AFFILIATE hereby releases CAPITAL STACK and waives all defenses and claims of every kind or nature, whether existing by virtue of state or federal law, by agreement or otherwise, against CAPITAL STACK, whether previously or now existing or arising out of or relating to AFFILIATE’s classification as an independent contractor. AFFILIATES’s employees shall not be deemed to be employees of CAPITAL STACK and are not be eligible to participate in any of CAPITAL STACK’s employee benefit plans, fringe benefit programs, group insurance arrangements, or other similar programs, if any exist. AFFILIATE shall be responsible for paying all costs, fees and penalties (i) for failure to properly classify its workers as employees, (ii) involved in the location of prospective Merchants, and (iii) the submittal of a prospective Merchant to CAPITAL STACK for consideration. AFFILIATE shall not be the only AFFILIATE used by CAPITAL STACK in connection with seeking Merchants for its Program.

Indemnification and Limitation of Liability. (a) In A. Except as set forth in subparagraph F. below, BNYM will not be liable to the Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, BNYM under the Agreement in the absence of willful misfeasancefraud, bad faith, gross negligence or willful misconduct of BNYM or the reckless disregard of obligations or its duties hereunder on under the part of FSSC Agreement. B. Except as set forth in subparagraph F. below, BNYM agrees to indemnify, defend, and hold harmless the Fund, its trustees, directors, officers, employees, agents and representativesnominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, "LOSSES") resulting directly and proximately from BNYM's fraud, negligence or willful misconduct in the Funds agree performance of the Services, or reckless disregard of its duties under this Agreement. C. The Fund agrees to indemnify FSSC indemnify, defend and hold harmless BNYM, its trustees, directors, officers, employees, agents agents, and representatives nominees and their respective successors and permitted assigns from and against any Losses resulting directly and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related proximately from BNYM's actions taken or omissions with respect to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Services or based, if applicable, upon BNYM's reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to BNYM by the Fund, its investment adviser, or its designated service providers with which BNYM must interface in providing the Services; provided that this Agreement relatesindemnification shall not apply to actions or omissions of BNYM involving fraud, except a loss resulting from negligence, willful misfeasancemisconduct, bad faith or gross negligence on its part reckless disregard in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any personD. In order for these indemnification provisions to apply, even though also each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an officerindemnification claim. However, trusteefailure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, partneras the case may be, employee is materially prejudiced by such failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and LINCOLN ADVISORS TRUST shall not effect any settlement or agent confess judgment without the consent of FSSCeach indemnifying party, who may which consent shall not be withheld or become an officerdelayed unreasonably. E. Each indemnifying party shall be entitled to participate in the defense at its own expense, employee or agent assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault. F. BNYM agrees to reimburse the Fund or a member of a its shareholders (including former shareholders) for any losses and reasonable reprocessing costs incurred by the Fund or its shareholders (including former shareholders) resulting directly and proximately from BNYM's negligence in calculating the net asset value per share ("NAV") for the Fund. BNYM's responsibility for reimbursing the Fund or its shareholders (including former shareholders) will be in accordance with and subject to the Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely policies and procedures for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as addressing NAV errors set forth in the Declaration appropriate Service Level Document, including without limitation a materiality threshold of Trust of each Fund one (unrounded) whole cent per share per NAV error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document). Notwithstanding the foregoing, the parties acknowledge and agree that is a Massachusetts business trust (i) BNYM will obtain and agrees that the obligations assumed rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and ---------- (ii) BNYM will be without liability or responsibility for any errors or loss occasioned by each such Fund pursuant to this Agreement shall be limited in reliance on such vendors or any case errors caused by or attributable to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from vendors, subject to BNYM's material compliance with the Shareholders of such Fund, tolerance checks set forth in the Trustees, Officers, Employees or Agents of such Fund, or any of themappropriate Service Level Document. G. Each party shall have a duty to mitigate damages for which the other party or parties may become responsible. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE FUND, BNYM, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (e) The provisions of this Section shall survive the termination of this Agreement.INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), LOSS OF BUSINESS, 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 OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LINCOLN ADVISORS TRUST

Indemnification and Limitation of Liability. (a) In The Sub-Adviser shall indemnify and hold harmless the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC Adviser from and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demandslosses, liabilities and reasonable expenses or damages (including attorneys’ fees), reasonable attorney’s fees and other related to expenses) howsoever arising from or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 5 shall be reduced to which this Agreement relatesthe extent that the claim against, except a loss resulting from or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser’s own willful misfeasance, bad faith or gross negligence on its part in negligence, or to the performance reckless disregard of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event Notwithstanding the foregoing, the Sub-Adviser shall FSSC not be liable subject to any liability to the Adviser for indirect or consequential damages. (ci) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent any loss arising out of any Fund error of judgment, any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or negligence in the performance or non-performance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law; (ii) any loss arising from the Sub-Adviser’s adherence to the Board of Trustees of the Trust’s or Adviser’s written instructions; or (iii) any act or failure to act by the Custodian or any broker or dealer to which the Sub-Adviser in good faith and, with respect to a member broker or dealer, in accordance with Section 1(c) directs transactions for the Assets. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of a Fund's Boardany rights which the Adviser may have under U.S. securities laws. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, shall be deemedlosses, when rendering services to such Fund liabilities or acting on any business of such Fund damages (including reasonable attorney’s fees and other than services related expenses) howsoever arising from or business in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. Notwithstanding the foregoing, the Adviser shall not be subject to any liability to the Sub-Adviser for any loss arising out of FSSC hereunder) any error of judgment, any investment or other act or omission in the course of, connected with, or arising out of any service to be rendering such services to rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or acting solely for such Fund and not as an officer, trustee, partner, employee negligence in the performance or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice non-performance of the Adviser’s duties hereunder; by reason of reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of liability as set forth in any rights which the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themSub-Adviser may have under U.S. securities laws. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. To the fullest extent that limitations on the liability of the Trustees and officers are permitted by the Delaware Act and the 1940 Act, the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Investment Manager or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the Bylaws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust, including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (aeach, a "Subsidiary"), from and against any and all claims, demands, costs, losses, expenses and damages whatsoever arising out of or related to such Trustee's or officer's performance of his or her duties as (i) In a Trustee or officer of the absence Trust or (ii) a director, officer or trustee of a Subsidiary; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of his or duties hereunder on her office. For the avoidance of doubt, the service, at the request of the Trust, by a Trustee or officer of the Trust as a director, officer or trustee of a Subsidiary is determined to be part of FSSC such Trustee's or officer's duties to the Trust. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the Trust for payment under such credit, contract or claim; and its trusteesneither the Trustees nor the Shareholders, nor any of the Trust's officers, employeesemployees or agents, agents whether past, present or future, shall be personally liable therefor. Every note, bond, contract, instrument, certificate or undertaking and representativesevery other act or thing whatsoever issued, executed or done by or on behalf of the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against Trust or the Trustees or any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, Trust shall be deemedconclusively deemed to have been issued, when rendering services executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Fund Trustees or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC Trustee shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of thembe personally liable thereon. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceA. You shall indemnify and hold us, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesour directors, officers, employees, affiliates, and agents harmless from and representativesagainst all proceedings, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities losses, liabilities, damages and reasonable expenses (including any fines, fees, assessments, audit fees, card replacement costs, or penalties levied against us by an Association, any Card issuer, or any Other Network, and attorneys’ fees), related to ' and collection fees and expenses) resulting from or otherwise connected with arising out of: (i) the Services; (ii) any breach by the Funds of any provision term or condition of this Agreement; or (iiiii) any action misrepresentation by a Fund’s Shareholder against FSSC. you under this Agreement; (biv) FSSC shall not be liable for any error of judgment your acts or mistake of law or for any loss suffered by any Fund omissions in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties Services under this Agreement. In no event shall FSSC be liable , including the acts and omissions of your employees and agents; (v) your processing activities and provision of goods and services to Cardholders; (vi) any violation of the Operating Regulations, the Rules Summary, or the Laws; (vii) any guarantees we provide to a third party for indirect your benefit, including lease guarantees; (viii) any infiltration, hack, breach, or consequential damages. violation of the processing system resulting from, arising out of, or in any way related to your ability to use the Services, including your use of an Agent or any other third party processor or system, or your ability to connect to the Internet or an external network; (cix) Any person, even though also an officer, trustee, partner, employee any act or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member omission of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on third-party with which you have contracted; (x) any business of such Fund bankruptcy proceeding; (other than services or business in connection xi) effecting transactions with the duties use of FSSC hereundera lost, stolen, counterfeit, or misused Card; (xii) to be rendering such services to any action you institute against any Association, Other Network or acting solely for such Fund and not as an officerCard issuer following a chargeback or fine; or (xiii) any action we take against the Designated Account, trusteeReserve Account, partneror any other account you own, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement Agreement. You shall be limited also defend, indemnify, and hold harmless the institution that maintains your Designated Account for acting in accordance with any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations instruction from us regarding the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section Designated Account. This indemnification shall survive the termination of the Agreement. Your enrollment in the Breach Assist Program only reduces your indemnification obligations under this Agreement by the amount we actually recover in connection with the Breach Assist Program, and only to the extent the recovered amounts specifically relate to a data breach solely involving you. The Breach Assist Program’s limited indemnity waiver may not cover all the costs associated with a data breach. You may review the specific terms and conditions of the Breach Assist Program at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇-▇▇▇▇▇▇/, or by contacting a customer service representative at ▇-▇▇▇-▇▇▇-▇▇▇▇ or ▇-▇▇▇-▇▇▇-▇▇▇▇. B. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIESOF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and assume all risks associated with the acceptance of cards. We are not liable for lost profits, lost business, or any incidental, special, consequential, or punitive damages (whether or not arising out of circumstances known or foreseeable by us) you or your customers or any third party suffers in connection with the Services. We are not liable for damages or losses wholly or partially caused by you or your employees or agents. Nor are we liable for any damages or losses you may sustain as a result of our exercise of post-default rights or remedies under this Agreement, provided we had a good-faith, reasonable basis to believe an Event of Default occurred. Our liability related to or arising out of this Agreement shall not exceed the fees paid to us for the particular Services in question for the calendar month preceding the date of our relevant act or omission. The parties acknowledge that the limitations in this Section are integral to the amount of fees we charge for the Services. Except as otherwise described in this Section, your exclusive remedy for any claim against us is termination of the Agreement. We are not in default under this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from errors in data you or other parties provide to us, or any event beyond our reasonable control, including the Force Majeure Events defined below. If we defend a claim you bring against us and prevail, you shall reimburse us the costs, attorneys’ fees, and other related expenses we incurred. C. We are not liable for, nor in default under this Agreement, for any delays, failure to perform, loss of performance, or interruption in service resulting directly or indirectly from a Force Majeure Event. A “Force Majeure Event” includes labor disputes; fire; weather; acts of God; acts of a public enemy; other casualty; power outages; funding delays (however caused); governmental orders or regulations; errors in data provided by you or others; international, domestic, and/or economic terrorism; or any other cause, whether similar or dissimilar to those just mentioned, beyond our reasonable control. D. Except for actions related to your failure to pay amounts due under the Agreement, no cause of action shall be brought by either party more than one year after it accrued. E. You recognize and agree that any limitations of liability set forth in this Agreement are fair and reasonable.

Indemnification and Limitation of Liability. a) The Administrator shall not be responsible for, and the Trust shall on behalf of the applicable Fund, indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses, and liability arising out of or attributable to: (ai) all actions or omissions of the Administrator or its agents or subcontractors in connection with the performance of duties under this Agreement, provided that such losses, damages, costs, charges, counsel fees, payments, expenses, and liability are not the result of the Administrator's lack of good faith, gross negligence, or willful misconduct. (ii) the Trust's lack of good faith, gross negligence, or willful misconduct which arise out of the breach of any representation or warranty of the Trust hereunder; (iii) the reliance on or use by the Administrator or its agents or subcontractors of information, records, and documents, or services which: (A) are received or relied upon by the Administrator or its agents or subcontractors and/or furnished to it or performed by on behalf of the Trust; and (B) have been prepared, maintained and/or performed by the Trust or any other person or firm on behalf of the Trust; provided such actions are taken without lack of good faith, gross negligence, or willful misconduct; (iv) the reliance on, or the carrying out by the Administrator or its agents or subcontractor of any instructions or requests of the Trust on behalf of the applicable Fund; provided such actions are taken without lack of good faith, gross negligence, or willful misconduct; or (v) the offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. b) The Administrator shall indemnify and hold the Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Administrator as result of the Administrator's lack of good faith, gross negligence, or willful misconduct. c) At any time the Administrator may apply to any officer of the Trust for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement, and the Administrator and its agents or subcontractors shall not be liable to and shall be indemnified by the Trust on behalf of the applicable Fund for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Administrator shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Trust, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records, or documents provided to the Administrator or its agents or subcontractors by machine readable input, telex, CRT data entry, or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. d) In the absence event either party is unable to perform its obligations under the terms of willful misfeasancethis Agreement because of acts of God, bad faithstrikes, gross negligence equipment or reckless disregard transmission failure, or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. e) Neither party to this Agreement shall be liable to the other party for incidental, consequential, special, or indirect damages under any provision of obligations this Agreement or duties for any incidental, consequential, special, or indirect damages arising out of any act or failure to act hereunder. f) In order that the indemnification provisions contained in this Section 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. The rights hereunder on shall include the part right to reasonable advances of FSSC defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. Should the indemnification provisions contained in this Section 5 be found unenforceable or that contribution is required from Administrator, then the Administrator's aggregate contribution for any and its trusteesall losses, damages, costs, charges, counsel fees, payments, expenses, and liability shall not exceed the value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. g) The provisions contained in this Section 5 shall survive the expiration or other termination of this Agreement, shall be deemed to include and protect the parties hereto and their directors, officers, employees, and agents and shall inure to the benefit of its/their respective successors, assigns, and personal representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A. Except as set forth in subparagraph F. below, Mellon will not be liable to the Fund or Lincoln Life for any loss incurred by the Fund or Lincoln Life as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, Mellon under the Agreement in the absence of willful misfeasancefraud, bad faith, gross negligence or willful misconduct of Mellon or the reckless disregard of obligations or its duties hereunder on under the part of FSSC Agreement. B. Except as set forth in subparagraph F. below, Mellon agrees to indemnify, defend, and its hold harmless the Fund and Lincoln Life and their trustees, directors, officers, employees, agents and representativesnominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, "Losses") resulting directly and proximately from Mellon's fraud, Lincoln Fund A negligence or willful misconduct in the Funds performance of the Services, or reckless disregard of its duties under this Agreement. C. The Fund and Lincoln Life agree to indemnify FSSC indemnify, defend and hold harmless Mellon, its trustees, directors, officers, employees, agents agents, and representatives nominees and their respective successors and permitted assigns from and against any Losses resulting directly and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related proximately from Mellon's actions taken or omissions with respect to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Services or based, if applicable, upon Mellon's reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to Mellon by the Fund, its investment adviser, or its designated service providers with which Mellon must interface in providing the Services; provided that this Agreement relatesindemnification shall not apply to actions or omissions of Mellon involving fraud, except a loss resulting from negligence, willful misfeasancemisconduct, bad faith or gross negligence on its part reckless disregard in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any personD. In order for these indemnification provisions to apply, even though also each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an officerindemnification claim. However, trusteefailure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, partneras the case may be, employee is materially prejudiced by such failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or agent confess judgment without the consent of FSSCeach indemnifying party, who may which consent shall not be withheld or become an officerdelayed unreasonably. E. Each indemnifying party shall be entitled to participate in the defense at its own expense, employee or agent assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault. ▇. ▇▇▇▇▇▇ agrees to reimburse the Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Lincoln Life for any losses and reasonable reprocessing costs incurred by the Fund or acting on any business of such Lincoln Life resulting directly and proximately from Mellon's negligence in calculating the net asset value per unit ("Unit Value") for the Fund. Mellon's responsibility for reimbursing the Fund (other than services or business Lincoln Life will be in connection accordance with and subject to the duties of FSSC hereunder) to be rendering such services to or acting solely Funds' policies and procedures for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as addressing Unit Value errors set forth in the Declaration appropriate Service Level Document, including without limitation a materiality threshold of Trust of each one (unrounded) whole cent per unit per Unit Value error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document). Lincoln Fund A Notwithstanding the foregoing, the parties acknowledge and agree that is a Massachusetts business trust (i) Mellon will obtain and agrees that the obligations assumed rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and (ii) Mellon will be without liability or responsibility for any errors or loss occasioned by each such Fund pursuant to this Agreement shall be limited in reliance on such vendors or any case errors caused by or attributable to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from vendors, subject to Mellon's material compliance with the Shareholders of such Fund, tolerance checks set forth in the Trustees, Officers, Employees or Agents of such Fund, or any of themappropriate Service Level Document. G. Each party shall have a duty to mitigate damages for which the other party or parties may become responsible. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE FUND, MELLON, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (e) The provisions of this Section shall survive the termination of this AgreementINCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), LOSS OF BUSINESS, 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 OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Limitation of Liability. (a) 1. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) 2. FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) 3. Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) 4. FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) 5. The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A Trustee, when acting in such capacity, shall not be personally liable to any person other than the absence Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee all as contemplated by Section 3803(b) of the Delaware Act. A Trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as Trustee, including for errors of judgment or mistakes of fact or law, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of the office of Trustee hereunder. No Trustee who has been determined to be an "audit committee financial expert" (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (ia▇▇ ▇▇▇▇▇▇▇▇▇ ▇rovision thereto) any breach by the Funds Trustees shall be subject to any greater liability or duty of care in discharging such Trustee's duties and responsibilities by virtue of such determination than is any provision of this Agreement; Trustee who has not been so designated. The Trust shall indemnify each Person who is, or (ii) any action by has been, a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relatesTrustee, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of the Trust, any Fund Person who is serving or has served at the Trust's request as a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partnerdirector, officer, employee or agent of another Person (including, but not limited to, a wholly-owned subsidiary) in which the Trust or one under a Series has any interest as a shareholder, creditor or otherwise to the control or direction of FSSC even though paid fullest extent permitted by FSSClaw and in the manner provided in the By-Laws. (db) FSSC is expressly put on notice The officers, employees, Advisory Board members and agents of the limitation of Trust shall be entitled to the protection against personal liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that for the obligations assumed by each such Fund pursuant to this Agreement of the Trust under Section 3803(c) of the Delaware Act. No officer, employee, Advisory Board member or agent of the Trust shall be limited liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any case way any former or acting Trustee to such Fund and its assets and that FSSC shall not seek satisfaction redress any breach of any such obligations from the Shareholders trust) except for his own bad faith, willful misconduct, gross negligence or reckless disregard of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themhis duties. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Great-West Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) In (each, a “Loss” and, collectively, the absence “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement performed in willful misfeasance, bad faith, or gross negligence, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties hereunder on under this Agreement or the part of FSSC Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser its trusteesdirectors, officers, employees, agents agents, subsidiaries and representativesaffiliates as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Funds agree Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to indemnify FSSC and carry out its trusteesobligations hereunder or thereunder), including the activities performed in willful misfeasance, bad faith, or gross negligence (or such omissions) of the Adviser’s directors, officers, employees, agents agents, subsidiaries and representatives affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters liability to which this Agreement relates, except a loss resulting from the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence on its part in the performance of its duties or from by reason of its reckless disregard by it of its obligations and or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney’s fees and expenses) incurred by the Indemnified Party in defending such Third Party Assertion between the date of the commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or settle such Third Party Assertion without the prior written consent of the Indemnifying Party and will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to receive such notice, except to the extent that (and only to such extent) the failure to receive notice materially prejudiced the rights of such party. h. In no event shall FSSC any party be liable to any other party for indirect special, consequential, punitive, incidental, exemplary or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee similar damages or agent losses regardless of FSSC, who may be the grounds or become an officer, employee or agent nature of any Fund claim asserted (including without limitation contract, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ liability or a member otherwise) and whether or not the party seeking the indemnification was advised of a Fund's Board, the possibility of the damage or loss asserted. Nothing in this Section 13 shall be deemed, when rendering services construed in a manner inconsistent with Section 17(i) of the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to such the management of assets of the Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCAccount. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. To the fullest extent that limitations on the liability of the Trustees and officers are permitted by the Delaware Act and the 1940 Act, the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Investment Manager or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the Bylaws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (aeach, a “Subsidiary”), from and against any and all claims, demands, costs, losses, expenses and damages whatsoever arising out of or related to such Trustee’s or officer’s performance of his or her duties as (i) In a Trustee or officer of the absence Trust or (ii) a director, officer or trustee of a Subsidiary; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of his or duties hereunder on her office. For the avoidance of doubt, the service, at the request of the Trust, by a Trustee or officer of the Trust as a director, officer or trustee of a Subsidiary is determined to be part of FSSC such Trustee’s or officer’s duties to the Trust. All persons extending credit to, contracting with, or having any claim against the Trust or the Trustees shall look only to the assets of the Trust for payment under such credit, contract, or claim; and its trusteesneither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees, agents or agents, whether past, present, or future, shall be personally liable therefor. Every note, bond, contract, instrument, certificate or undertaking and representativesevery other act or thing whatsoever issued, executed, or done by or on behalf of the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against Trust or the Trustees or any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, Trust shall be deemedconclusively deemed to have been issued, when rendering services executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Fund Trustees or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC Trustee shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of thembe personally liable thereon. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of the Directors and Officers are permitted under applicable law, the Officers and Directors shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Company; any Investment Adviser or principal underwriter of the Company; or with respect to each Director and Officer, the act or omission of any other Director or Officer, respectively. The Company, out of the Company’s property, shall indemnify and hold harmless each and every Officer and Director from and against any and all claims and demands whatsoever arising out of or related to such Officer’s or Director’s performance of his or her duties as an Officer or Director of the Company. This limitation on liability applies to events occurring at the time a Person serves as a Director or Officer of the Company whether or not such Person is a Director or Officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any Officer or Director from or against any liability to the Company or any Member to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Company, the Officers or the Directors or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Company shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Director and/or as Officer, and such Director or Officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties or from reckless disregard by it the first paragraph of its obligations and duties under Section 11.1(a) of this Agreement. In no event shall FSSC be liable for indirect or consequential damagesARTICLE XI. (c) Any personDirector, even though also Officer and other Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an officeraction by or in the right of the Company) by reason of the fact that the Person is or was a director, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund the Company, or is or was serving at the Company’s request as a member of a Fund's Boarddirector, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent of another Person (each, an “Indemnified Party”), shall be entitled to indemnification from the Company for (i) expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with such action, suit or one under proceeding if such Indemnified Party acted, in a manner such Indemnified Party reasonably believed to be in or not opposed to the control Company’s best interests and without willful misfeasance, bad faith, gross negligence or direction by reckless disregard of FSSC even though paid such Indemnified Party’s duties to the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Indemnified Party’s conduct was unlawful and (ii) to the fullest extent permitted by FSSC. (d) FSSC is expressly put on notice Delaware law and other applicable law, any and all losses, claims, damages, liabilities, that relate to the operations of the limitation of liability Company as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In You agree to indemnify us to the absence of willful misfeasancemaximum extent permitted by applicable law and hold us, bad faithour affiliates, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesour and their respective directors, officers, employees, agents contractors, agents, successors, and representativesassigns (“Indemnified Parties”), the Funds agree to indemnify FSSC harmless under this Agreement from and its trusteesagainst all losses, officers, employees, agents and representatives against any and all claims, demandsactions, liabilities costs and reasonable expenses (liabilities, including attorneys’ feesfees (“Losses”) (except to the extent that such Losses are determined by a court of competent jurisdiction or an arbitration panel in a final, non-appealable judgment or order to have resulted solely from our gross negligence or willful misconduct), arising from or related to or otherwise connected with (i) any to: • Any breach by the Funds you or an Authorized Person of any provision of this Agreementany of the Agreements; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall • Any dispute that does not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting directly result from our willful misfeasance, bad faith misconduct or gross negligence on its part in the our performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited or any other agreement as determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment; • Any inaccurate or outdated information supplied to us by you or an Authorized Person; • Any dishonest, fraudulent, negligent or criminal act or omission by you or an Authorized Person; • Any act or omission by you or an Authorized Person that infringes, misappropriates, or violates any case patent, trade secret, copyright, trademark, or other proprietary right of the Indemnified Parties or any violation of the applicable terms set forth in this Agreement or other agreement related to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, Indemnified Parties or any of them. (e) their licensors’ intellectual property rights or proprietary acts; • The provisions of this Section shall survive failure by any person not controlled by the termination of this Agreement.Indemnified Parties to perform any obligations to you; • Any allegation that the Indemnified Parties acted or failed to act in an “advisory,” supervisory,” “surveilling,” or “reviewing” role with respect to your Account;

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Empower Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) In (each, a “Loss” and, collectively, the absence “Losses”) incurred or suffered by Empower Funds or the Adviser as a result of (1) any material breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder, to the extent any Losses arise from the negligence, fraud, or default of any such person(s); provided, however, that in no event is Sub-Adviser’s indemnity in favor of Empower Funds or the Adviser deemed to protect Empower Funds or the Adviser against any liability to which Empower Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any material breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder on or thereunder), including the part activities (or such omissions) of FSSC and its trusteesthe Adviser’s directors, officers, employees, agents agents, subsidiaries and representativesaffiliates; provided, however, that in no event is the Funds agree Adviser’s indemnity in favor of the Sub-Adviser deemed to indemnify FSSC and its trustees, officers, employees, agents and representatives protect the Sub-Adviser against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters liability to which this Agreement relates, except a loss resulting from the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence on its part in the performance of its duties or from by reason of its reckless disregard by it of its obligations and or duties under this Agreement. c. Empower Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for Empower Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Empower Funds or the Adviser by the Sub-Adviser which Empower Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Empower Funds and the Adviser, their directors and officers, and each person, if any, who controls Empower Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Empower Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Empower Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney’s fees and expenses) incurred by the Indemnified Party in defending such Third Party Assertion between the date of the commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or settle such Third Party Assertion without the prior written consent of the Indemnifying Party and will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to receive such notice, except to the extent that (and only to such extent) the failure to receive notice materially prejudiced the rights of such party. h. In no event shall FSSC any party be liable to any other party for indirect special, consequential, punitive, incidental, exemplary or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee similar damages or agent losses regardless of FSSC, who may be the grounds or become an officer, employee or agent nature of any Fund claim asserted (including without limitation contract, statute, negligence, tort, strict liability or a member otherwise) and whether or not the party seeking the indemnification was advised of a Fund's Board, the possibility of the damage or loss asserted. Nothing in this Section 13 shall be deemed, when rendering services construed in a manner inconsistent with Section 17(i) of the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to such the management of assets of the Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCAccount. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC A. ESI shall indemnify and hold Client and its trusteessuccessors, parents, subsidiaries, officers, employeesdirectors, agents and representatives, employees (the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives “Client Parties”) harmless against any and all claimsliabilities, demandsloss, liabilities costs or expenses of whatsoever kind and reasonable expenses (including attorneys’ fees)nature which may be imposed on, related incurred by, or asserted against the Client Parties at any time to the extent such liability, loss or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundexpense results from ESI’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties willful misconduct under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. B. Client shall indemnify and hold ESI and its successors, parents, subsidiaries, officers, directors, employees (cthe “ESI Parties”) Any personharmless against any and all liabilities, even though also an officerloss, trustee, partner, employee costs or agent expenses of FSSC, who whatsoever kind and nature which may be imposed on, incurred by, or become an officerasserted against the ESI Parties at any time to the extent such liability, employee loss or agent of expense results from Client’s gross negligence, willful misconduct, or Client’s noncompliance with any Fund state or federal laws related to the services provided for under this Agreement. C. Whenever a member party becomes aware of a Fund's Board, shall claim that may be deemed, when rendering services subject to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section Section, the party shall survive notify the termination other party as soon as practicable and both parties shall reasonably cooperate in the resolution of this Agreementsuch matter. D. IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID AND PAYABLE TO ESI UNDER THIS AGREEMENT IN THE MOST RECENT TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasancea. Customer shall indemnify, bad faithdefend and hold Company, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trusteesofficers, officersdirectors, employees, agents customers, Affiliates, suppliers, users and representativesagents, (collectively the Funds agree to indemnify FSSC “Indemnitees”) harmless from and its trustees, officers, employees, agents and representatives against any and all damages, claims, demandslosses, expenses, costs, obligations, liabilities, including without limiting the generality of the foregoing, liabilities for court costs and reasonable expenses (including attorneys’ fees, suffered directly or indirectly by an Indemnitee by reason of, or arising out of any injury, death or loss to any person, or injury to any property (collectively, “Damages”), received or sustained by any person(s) or property, arising out of, occasioned by, attributable or related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; representation or warranty made by Customer, its officers, directors, employees, affiliates, users, agents, representatives or customers to Company or any third party, (ii) any action failure by a Fund’s Shareholder against FSSC. Customer to perform or fulfill any of its covenants, acts and/or omissions to Company or to any third party, or (biii) FSSC any litigation, proceeding or claim by any third party relating in any way to the obligations of Customer and/or the Deliverables sold by Company to Customer hereunder. Customer shall not be liable for consummate any error settlement of judgment any indemnified claim without the Indemnitees’ prior written consent. Customer’s obligation to indemnify Indemnitees will continue in full force and effect notwithstanding the termination or mistake expiration of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties order under this Agreement. In no event shall FSSC be liable any claim against an Indemnitee by an employee of Customer or any subcontractor or anyone directly or indirectly employed by any of them or anyone for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who whose acts they may be or become an officerliable, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as indemnification obligations set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement Section shall not be limited in any case to such Fund and its assets and that FSSC way by or for Customer or any subcontractor under any applicable worker’s compensation act, disability or other employee benefit act, or insurance coverage. This provision shall not seek satisfaction survive termination of any such obligations from the Shareholders of such Fundorder or Agreement. IN NO EVENT WILL COMPANY, the TrusteesITS OFFICERS, OfficersDIRECTORS, Employees or Agents of such FundEMPLOYEES, or any of them. CUSTOMERS, AFFILIATES, USERS AND AGENTS, (eNOR COMPANY’S SUPPLIERS) The provisions of this Section shall survive the termination of this Agreement.BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF THE PRODUCTS, SERVICE

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Empower Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) In (each, a “Loss” and, collectively, the absence “Losses”) incurred or suffered by Empower Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Empower Funds or the Adviser deemed to protect Empower Funds or the Adviser against any liability to which Empower Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder on or thereunder), including the part activities (or such omissions) of FSSC and its trusteesthe Adviser’s directors, officers, employees, agents agents, subsidiaries and representativesaffiliates; provided, however, that in no event is the Funds agree Adviser’s indemnity in favor of the Sub-Adviser deemed to indemnify FSSC and its trustees, officers, employees, agents and representatives protect the Sub-Adviser against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters liability to which this Agreement relates, except a loss resulting from the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence on its part in the performance of its duties or from by reason of its reckless disregard by it of its obligations and or duties under this Agreement. c. Empower Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for Empower Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Empower Funds or the Adviser by the Sub-Adviser which Empower Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Empower Funds and the Adviser, their directors and officers, and each person, if any, who controls Empower Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Empower Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by it which Empower Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney’s fees and expenses) incurred by the Indemnified Party in defending such Third Party Assertion between the date of the commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or settle such Third Party Assertion without the prior written consent of the Indemnifying Party and will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to receive such notice, except to the extent that (and only to such extent) the failure to receive notice materially prejudiced the rights of such party. h. In no event shall FSSC any party be liable to any other party for indirect special, consequential, punitive, incidental, exemplary or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee similar damages or agent losses regardless of FSSC, who may be the grounds or become an officer, employee or agent nature of any Fund claim asserted (including without limitation contract, statute, negligence, tort, strict liability or a member otherwise) and whether or not the party seeking the indemnification was advised of a Fund's Board, the possibility of the damage or loss asserted. Nothing in this Section 13 shall be deemed, when rendering services construed in a manner inconsistent with Section 17(i) of the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to such the management of assets of the Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCAccount. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasancea. LS shall have no product liability for any eBook. Publisher shall be solely responsible for any and all product warranties. b. Publisher shall be solely responsible for, bad faithand Apple and LS shall have no responsibility or liability whatsoever with respect to, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demandssuits, liabilities liabilities, losses, damages, costs and reasonable expenses arising from, or attributable to, Publisher Materials and/or use by any end-user, including, but not limited to: (i) claims of breach of warranty; (ii) product liability claims; and (iii) claims that any of the Publisher Materials and/or the end-user’s possession or use of those materials infringes the copyright or other intellectual property rights of any third party. c. In the event that Apple or LS receives any notice or claim from any end-user arising from a product liability issue for Publisher Content, Apple or LS may refund the end-user the full amount of the price paid by the end-user. In the event that Apple or LS refunds any such price to an end-user, Publisher shall reimburse, or ▇▇▇▇▇ ▇▇ a credit for, an amount equal to the price for that eBook. LS will nonetheless have the right to retain its earned commission on the eBook, notwithstanding the refund of the price to the end-user. d. To the extent permitted by applicable law, Publisher will indemnify and hold harmless, and upon LS’s request, defend, Apple or LS and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), related to or otherwise connected with (i' fees and costs) any arising out of a claim by a third party by reason of a breach by the Funds of any provision warranty, representation, covenant or obligation of Publisher under this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC claim that Publisher Materials infringe the intellectual property rights of another party. LS shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction promptly notify Publisher of any such obligations from claim, and Publisher may assume control of the Shareholders defense or settlement of such Fundclaim, provided that Publisher shall not take any position adverse to LS's interests, and shall meaningfully consult with LS, with respect to such defense or settlement. Apple or LS shall have the Trusteesright, Officersat its expense and with its chosen counsel, Employees or Agents to participate in the defense of any such Fundclaim and/or, or at its discretion, to settle any of themsuch claim at its expense. (e) The provisions of this Section shall survive the termination of this Agreemente. EXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. f. NO WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ONLINE STORE OR ANY ELEMENTS THEREOF IS GIVEN TO, OR SHOULD BE ASSUMED BY, PUBLISHER, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC 8.1 VAR herby indemnifies and its trustees, officers, employees, agents and representatives, the Funds agree agrees to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) actively, properly and diligently defend or settle any claims against it or against StratIT and/or StratIT’s agents, staff and personnel (hereinafter collectively referred to as “StratIT Indemnitees”) and against any demands, lawsuits, proceedings or other claims by any customer, End-User or other third parties arising out of or resulting from VAR’s gross negligence, willful misconduct, or breach by the Funds of any provision of this Agreement; or clauses hereof, and (ii) indemnifies StratIT Indemnitees against any action claims or liabilities (which may include damages, penalties, reasonable attorneys’ fees and other costs) that become payable by a Fund’s Shareholder against FSSCreason of an adverse judgment or settlement of any such claims or liabilities and will allow as well as enable StratIT to participate in the defense of any such claims or proceedings through separate counsel at its own expense. 8.2 StratIT hereby agrees to (bi) FSSC actively, properly and diligently defend or settle any claims against it or against VAR and and/or VAR’s agents, staff and personnel (hereinafter collectively referred to as “VAR Indemnitees”) and against any demands, lawsuits, proceedings or other claims by any customer, End-User or other third parties arising out of or resulting from StratIT’s gross negligence, wilful misconduct, or breach of any clauses hereof, and (ii) indemnifies VAR Indemnitees against any claims or liabilities (which may include damages, penalties, reasonable attorneys’ fees and other costs) that become payable by reason of an adverse judgment or settlement of any such claims or liabilities and will allow as well as enable VAR to participate in the defense of any such claims or proceedings through separate counsel at its own expense. StratIT shall not be liable for any error settlement it does not approve in writing. 8.3 StratIT, its subsidiaries, directors, officers, employees or affiliates shall not be held liable by VAR for any indirect, special, incidental or consequential damages of judgment any kind whether for loss of profit, loss of business, loss of business information, loss of or mistake loss of law use of data, interruption of business, loss of anticipated benefit, or other incidental under or arising out of this or subsequent agreements between the Parties however caused, whether arising out of contract, negligence, or under any warranty or otherwise or for any loss suffered such claims by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, customers or any of themEnd-Users. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A Trustee, when acting in such capacity, shall not be personally liable to any person other than the absence Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee all as contemplated by Section 3803(b) of the Delaware Act. A Trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as Trustee, including for errors of judgment or mistakes of fact or law, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of the office of Trustee hereunder. No Trustee who has been determined to be an "audit committee financial expert" (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (ia▇▇ ▇▇▇▇▇▇▇▇▇ ▇rovision thereto) any breach by the Funds Trustees shall be subject to any greater liability or duty of care in discharging such Trustee's duties and responsibilities by virtue of such determination than is any provision of this Agreement; Trustee who has not been so designated. The Trust shall indemnify each Person who is, or (ii) any action by has been, a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relatesTrustee, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of the Trust, any Fund Person who is serving or has served at the Trust's request as a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partnerdirector, officer, employee or agent of another Person (including, but not limited to, a wholly-owned subsidiary) in which the Trust or one under a Series has any interest as a shareholder, creditor or otherwise to the control or direction of FSSC even though paid fullest extent permitted by FSSClaw and in the manner provided in the By-Laws. (db) FSSC is expressly put on notice The officers, employees, Advisory Board members and agents of the limitation of Trust shall be entitled to the protection against personal liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that for the obligations assumed by each such Fund pursuant to this Agreement of the Trust under Section 3803(c) of the Act. No officer, employee, Advisory Board member or agent of the Trust shall be limited liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any case way any former or acting Trustee to such Fund and its assets and that FSSC shall not seek satisfaction redress any breach of any such obligations from the Shareholders trust) except for his own bad faith, willful misconduct, gross negligence or reckless disregard of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themhis duties. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceContractor agrees to indemnify, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC defend and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against hold harmless Client from any and all claims, demandsactions, liabilities damages, liabilities, costs and reasonable expenses (including including, without limitation, reasonable attorneys’ fees), related to or otherwise connected with ) arising (i) any breach by the Funds of any provision of this Agreementthrough Contractor’s gross negligence; or (ii) from a breach or alleged breach of any action of Contractor’s representations, warranties or agreements herein. Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; or (ii) from a Fundbreach or alleged breach of any of Client’s Shareholder against FSSC. representations, warranties or agreements herein. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (bINCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) FSSC ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. Both Parties agree that when asked, Client must properly identify Contractor as the creator of the deliverables. Client may not seek to mislead others that the deliverables were created by anyone other than Contractor. Client must properly identify Contractor as the creator of the deliverables when submitting work product to any regional, national or international award programs. Client hereby agrees Contractor may use the work product, and associated materials, as part of Contractor’s portfolio and websites, galleries and other media for the purpose of showcasing Contractor’s work, including submission of deliverables to regional, national and international award programs. This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except construed as a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business waiver of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCrights. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In A. Except as set forth in subparagraph F. below, Mellon will not be liable to a Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, Mellon under the Agreement in the absence of willful misfeasancefraud, bad faith, gross negligence or willful misconduct of Mellon or the reckless disregard of obligations or its duties hereunder on under the part of FSSC Agreement. B. Except as set forth in subparagraph F. below, Mellon agrees to indemnify, defend, and hold harmless each Fund, its trustees, directors, officers, employees, agents and representativesnominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, "Losses") resulting directly and proximately from Mellon's fraud, negligence or willful misconduct in the Funds agree performance of the Services, or reckless disregard of its duties under this Agreement. C. Each Fund agrees to indemnify FSSC indemnify, defend and hold harmless Mellon, its trustees, directors, officers, employees, agents agents, and representatives nominees and their respective successors and permitted assigns from and against any Losses resulting directly and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related proximately from Mellon's actions taken or omissions with respect to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters performance of the Services or based, if applicable, upon Mellon's reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to Mellon by the Fund, its investment adviser, or its designated service providers with which Mellon must interface in providing the Services; provided that this Agreement relatesindemnification shall not apply to actions or omissions of Mellon involving fraud, except a loss resulting from negligence, willful misfeasancemisconduct, bad faith or gross negligence on its part reckless disregard in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any personD. In order for these indemnification provisions to apply, even though also each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question. Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an officerindemnification claim. However, trusteefailure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, partneras the case may be, employee is materially prejudiced by such failure. As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or agent confess judgment without the consent of FSSCeach indemnifying party, who may which consent shall not be withheld or become an officerdelayed unreasonably. E. Each indemnifying party shall be entitled to participate in the defense at its own expense, employee or agent assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault. F. Mellon agrees to reimburse each Fund or a member of a Fund's Board, shall be deemed, when rendering services to its shareholders (inclu▇▇▇▇ ▇▇▇▇er shareholders) for any losses and reasonable reprocessing costs incurred by such Fund or acting on any business of such Fund its shareholders (other than services or business including former shareholders) resulting directly and proximately from Mellon's negligence in connection with calculating the duties of FSSC hereundernet asset value per share ("NAV") to be rendering such services to or acting solely for such Fund Fund. Mellon's responsibility for reimbursing such Funds or its shareholders (including former shareholders) will be in accordance with and not as an officer, trustee, partner, employee or agent or one under subject to the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as Funds' policies and procedures for addressing NAV errors set forth in the Declaration appropriate Service Level Document, including without limitation a materiality threshold of Trust of each Fund one (unrounded) whole cent per share per NAV error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document). Notwithstanding the foregoing, the parties acknowledge and agree that is a Massachusetts business trust (i) Mellon will obtain and agrees that the obligations assumed rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and (ii) Mellon will be without liability or responsibility for any errors or loss occasioned by each such Fund pursuant to this Agreement shall be limited in reliance on such vendors or any case errors caused by or attributable to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from vendors, subject to Mellon's material compliance with the Shareholders of such Fund, tolerance checks set forth in the Trustees, Officers, Employees or Agents of such Fund, or any of themappropriate Service Level Document. G. Each party shall have a duty to mitigate damages for which the other party or parties may become responsible. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL A FUND, MELLON, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (e) The provisions of this Section shall survive the termination of this AgreementINCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), LOSS OF BUSINESS, 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 OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Limitation of Liability. (a) In A Trustee, when acting in such capacity, shall not be personally liable to any person other than the absence Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee all as contemplated by Section 3803(b) of the Delaware Act. A Trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as Trustee, including for errors of judgment or mistakes of fact or law, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree office of Trustee hereunder. No Trustee who has been determined to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses be an "audit committee financial expert" (including attorneys’ fees), related to or otherwise connected with (ifor purposes of Section 407 of the Sarbanes-Oxley Act of 20▇▇ ▇▇ ▇▇▇ ▇▇▇▇essor provision thereto) any breach by the Funds Trustees shall be subject to any greater liability or duty of care in discharging such Trustee's duties and responsibilities by virtue of such determination than is any provision of this Agreement; Trustee who has not been so designated. The Trust shall indemnify each Person who is, or (ii) any action by has been, a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relatesTrustee, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of the Trust, any Fund Person who is serving or has served at the Trust's request as a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partnerdirector, officer, employee or agent of another Person (including, but not limited to, a wholly-owned subsidiary) in which the Trust or one under a Series has any interest as a shareholder, creditor or otherwise to the control or direction of FSSC even though paid fullest extent permitted by FSSClaw and in the manner provided in the By-Laws. (db) FSSC is expressly put on notice The officers, employees, Advisory Board members and agents of the limitation of Trust shall be entitled to the protection against personal liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that for the obligations assumed by each such Fund pursuant to this Agreement of the Trust under Section 3803(c) of the Act. No officer, employee, Advisory Board member or agent of the Trust shall be limited liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any case way any former or acting Trustee to such Fund and its assets and that FSSC shall not seek satisfaction redress any breach of any such obligations from the Shareholders trust) except for his own bad faith, willful misconduct, gross negligence or reckless disregard of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of themhis duties. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DBTA, the officers and Trustees shall not be responsible or liable to any Person, other than the Trust or a sub-adviser to the extent provided in this Article VII for any act, omission or obligation of: the Trust, any agent or employee of the Trust; any Manager, sub-Manager, or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission or obligation of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of such Person's office provided, however, that a Trustee shall not be liable for errors of judgment in mistakes of fact or duties hereunder on law. All persons extending credit to, contracting with or having any claim against the part Trust or the Trustees shall look only to the assets of FSSC the appropriate Series of the Trust or Class thereof to which such credit, contract or claim relates, for payment under such credit, contract, or claim; and its trusteesneither the Trustees nor the Shareholders, nor any of the Trust's officers, employees, agents and representativesor agents, the Funds agree to indemnify FSSC and its trusteeswhether past, officerspresent, employeesor future, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSCshall be personally liable therefore. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefore, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties the first paragraph of this Section 2 of this Article VII. At the Trustees' discretion, any note, bond, contract, instrument, certificate or from reckless disregard undertaking made or issued by it the Trustees or by any officer or officers may give notice that the Certificate of its obligations Trust is on file in the office of the Secretary of State of the State of Delaware and duties under this Agreement. In no event shall FSSC be liable for indirect that a limitation on liability of Series exists and such note, bond, contract, instrument, certificate or consequential damages. (c) Any personundertaking may, even though also an officerif the Trustees so determine, trustee, partner, employee recite that the same was executed or agent made on behalf of FSSC, who may be the Trust by a Trustee or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to Trustees in such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund capacity and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust individually and agrees that the obligations assumed by each of such Fund pursuant to this Agreement shall be limited in instrument are not binding upon any case to such Fund and its of them or the Shareholders individually but are binding only on the assets and that FSSC shall not seek satisfaction property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such obligations from the Shareholders of such Fundnotice or recital shall in no way operate to bind any Trustee, the Trustees, Officers, Employees or Agents of such Fundofficer, or any of themShareholder individually. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceA Trustee, bad faithwhen ------------------------------------------- acting in such capacity, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any error act, omission or obligation of judgment the Trust, of such Trustee or mistake of law any other Trustee. The Trustees shall not be responsible or liable in any event for any loss suffered by neglect or wrongdoing of any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trusteeagent, partneremployee, employee Manager, adviser, sub-adviser or agent Principal Underwriter of FSSCthe Trust. The Trust shall indemnify each Person who is, who may be or become an has been, a Trustee, officer, employee or agent of the Trust and any Fund Person who is serving or has served at the Trust's request as a member director, officer, trustee, employee or agent of another organization in which the Trust has any interest as a Fundshareholder, creditor or otherwise to the extent and in the manner provided in the By-Laws. Notwithstanding any other provision of this Declaration of Trust to the contrary, any liability and/or expense against which any Person is indemnified under Section 2 of Article XII of the By-Laws and any expense that any Person is entitled to be paid under Section 5 of Article XII of the By-Laws shall be deemed to be a joint and several obligation of the Trust and each Series, and the assets of the Trust and each Series shall be subject to the claims of any Person therefor under Article XII of the By-Laws; provided that any such liability, expense or obligation may be allocated and charged by the Trustees between or among the Trust and/or any one or more Series in such manner as the Trustees in their sole discretion deem fair and equitable. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the Series that such person extended credit to, contracted with or has a claim against, or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust's Boardofficers, employees or agents, whether past, present or future, shall be deemedpersonally liable therefor. Every note, when rendering services to such Fund bond, contract, instrument, certificate or acting undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any business of such Fund (other than services or business them in connection with the duties Trust shall conclusively be deemed to have been executed or done only in or with respect to his or her capacity as Trustee or Trustees and such Trustee or Trustees shall not be personally liable thereon. At the Trustees' discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of FSSC hereunder) to be rendering Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on liability of Series exists and such services to note, bond, contract, instrument, certificate or acting solely for undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by a Trustee or Trustees in such Fund capacity and not as individually or by an officer, trustee, partner, employee officer or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth officers in the Declaration of Trust of each Fund that is a Massachusetts business trust such capacity and agrees not individually and that the obligations assumed by each of such Fund pursuant to this Agreement shall be limited in instrument are not binding upon any case to such Fund and its of them or the Shareholders individually but are binding only on the assets and that FSSC shall not seek satisfaction property of any the Trust or a Series thereof, and may contain such obligations from the Shareholders of further recital as such Fund, the Trustees, Officers, Employees Person or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.Persons may

Indemnification and Limitation of Liability. (a) In Except as provided in this section 14 and to the absence fullest extent permitted by applicable law, the Borrower does hereby indemnify, hold harmless and defend each Lender, its officers, employees and agents from and against any and all costs, including costs of defense, claims, judgments or awards of damages asserted or arising directly or indirectly from, on account of, or in connection with providing assistance to the Borrower. Except that this release, indemnification, hold harmless and defense shall not apply to any such costs of defense, claims, judgments or awards of damages to the extent and in such proportion such was caused by the negligent or willful misfeasanceacts of the Lender. 14.1. The obligation under this section extends to any claim, bad faithdemand and/or cause of action brought by or on behalf of any of its employees or agents. FOR THIS PURPOSE, gross negligence THE BORROWER, AND LENDER BY MUTUAL NEGOTIATION, HEREBY WAIVE, AS RESPECTS ANY INDEMNITY ONLY, ANY IMMUNITY THAT WOULD OTHERWISE BE AVAILABLE AGAINST SUCH CLAIMS UNDER THE INDUSTRIAL INSURANCE PROVISIONS OF TITLE 51 RCW OF THE STATE OF WASHINGTON. 14.2. Any Member shall not be required under this Agreement to indemnify, hold harmless and defend any other Member from any claim, loss, harm, liability, damage, cost or reckless disregard expense caused by or resulting from the activities of obligations or duties hereunder on the part of FSSC and its trustees, any Member’s officers, employees, or agents and representativesacting in bad faith or performing activities beyond the scope of their duties. 14.3. In the event of any liability, claim, demand, action or proceeding, of whatever kind or nature arising out of rendering of Assistance through this Agreement, the Funds agree Borrower agrees to indemnify FSSC the extent permitted by law, to indemnify, hold harmless, and its trusteesdefend, officersto the fullest extent of the law, employeeseach signatory to this Agreement whose only involvement in the transaction or occurrence which is the subject of such claim, agents action, demand, or other proceeding, is the execution and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision approval of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC 14.4. No Member shall be liable to another Member for, or be considered to be in breach of or default under this Agreement on account of any delay in or failure to provide Assistance under this Agreement. 14.5. Each Member seeking to be indemnified, held harmless or defended under this section 14 with respect to any claim shall promptly notify the Borrower of such claim and shall not settle such claim without the prior consent of Borrower, which consent shall not be liable unreasonably withheld. Any Member receiving notice of any claim which affects another Member shall promptly notify the other affected Member(s). Such Member(s) shall have the right to participate in the defense of said claim, at its own expense. Member’s personnel shall cooperate and participate in any such legal proceedings if so requested by another affected Member, and/or required by a court of competent jurisdiction at no cost to the affected Member. 14.6. This indemnification shall not apply to property loss or damage to the extent that such property loss or damage is otherwise covered by applicable insurance of Lender. However, Borrower will be responsible for any error of judgment self insured retention or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damagesdeductible. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) 14.7. The provisions of this Section Article 14 shall survive the termination of this Agreement. 14.8. To the extent permitted by any applicable insurance policy, Borrower expressly waives any subrogated claim against the Lender, which it may have on account of, or in connection with, the Lender providing assistance to the Borrower under this Agreement.

Indemnification and Limitation of Liability. (a) In Except as provided in this section 14 and to the absence fullest extent permitted by applicable law, the Borrower does hereby indemnify, hold harmless and defend each Lender, its officers, employees and agents from and against any and all costs, including costs of defense, claims, judgments or awards of damages asserted or arising directly or indirectly from, on account of, or in connection with providing assistance to the Borrower. Except that this release, indemnification, hold harmless and defense shall not apply to any such costs of defense, claims, judgments or awards of damages to the extent and in such proportion such was caused by the negligent or willful misfeasanceacts of the Lender. 14.1. The obligation under this section extends to any claim, bad faithdemand and/or cause of action brought by or on behalf of any of its employees or agents. FOR THIS PURPOSE, gross negligence THE BORROWER, AND LENDER BY MUTUAL NEGOTIATION, HEREBY WAIVE, AS RESPECTS ANY INDEMNITY ONLY, ANY IMMUNITY THAT WOULD OTHERWISE BE AVAILABLE AGAINST SUCH CLAIMS UNDER THE INDUSTRIAL INSURANCE PROVISIONS OF TITLE 51 RCW OF THE STATE OF WASHINGTON. 14.2. Any Member shall not be required under this Agreement to indemnify, hold harmless and defend any other Member from any claim, loss, harm, liability, damage, cost or reckless disregard expense caused by or resulting from the activities of obligations or duties hereunder on the part of FSSC and its trustees, any Member’s officers, employees, or agents and representativesacting in bad faith or performing activities beyond the scope of their duties. 14.3. In the event of any liability, claim, demand, action or proceeding, of whatever kind or nature arising out of rendering of Assistance through this Agreement, the Funds agree Borrower agrees to indemnify FSSC the extent permitted by law, to indemnify, hold harmless, and its trusteesdefend, officersto the fullest extent of the law, employeeseach signatory to this Agreement whose only involvement in the transaction or occurrence which is the subject of such claim, agents action, demand, or other proceeding, is the execution and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision approval of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC 14.4. No Member shall not be liable for any error to another Member for, or be considered to be in breach of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which default under this Agreement relates, except a loss resulting from willful misfeasance, bad faith on account of any delay in or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties failure to provide Assistance under this Agreement. In Each Member seeking to be indemnified, held harmless or defended under this section 14 with respect to any claim shall promptly notify the Borrower of such claim and shall not settle such claim without the prior consent of Borrower, which consent shall not be unreasonably withheld. Any Member receiving notice of any claim which affects another Member shall promptly notify the other affected Member(s). Such Member(s) shall have the right to participate in the defense of said claim, at its own expense. Member’s personnel shall cooperate and participate in any such legal proceedings if so requested by another affected Member, and/or required by a court of competent jurisdiction at no event shall FSSC be liable for indirect or consequential damagescost to the affected Member. (c) Any person14.6. This indemnification shall not apply to property loss or damage to the extent that such property loss or damage is otherwise covered by applicable insurance of Lender. However, even though also an officer, trustee, partner, employee Borrower will be responsible for any self insured retention or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCdeductible. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) 14.7. The provisions of this Section Article 14 shall survive the termination of this Agreement. 14.8. To the extent permitted by any applicable insurance policy, Borrower expressly waives any subrogated claim against the Lender, which it may have on account of, or in connection with, the Lender providing assistance to the Borrower under this Agreement.

Indemnification and Limitation of Liability. (a) In the absence of willful misfeasanceA Trustee, bad faithwhen ------------------------------------------- acting in such capacity, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any error act, omission or obligation of judgment the Trust, of such Trustee or mistake of law any other Trustee. The Trustees shall not be responsible or liable in any event for any loss suffered by neglect or wrongdoing of any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trusteeagent, partneremployee, employee Manager, adviser, sub-adviser or agent Principal Underwriter of FSSCthe Trust. The Trust shall indemnify each Person who is, who may be or become an has been, a Trustee, officer, employee or agent of the Trust and any Fund Person who is serving or has served at the Trust's request as a member director, officer, trustee, employee or agent of another organization in which the Trust has any interest as a Fundshareholder, creditor or otherwise to the extent and in the manner provided in the By-Laws. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the Series that such person extended credit to, contracted with or has a claim against, or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust's Boardofficers, employees or agents, whether past, present or future, shall be deemedpersonally liable therefor. Every note, when rendering services to such Fund bond, contract, instrument, certificate or acting undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any business of such Fund (other than services or business them in connection with the duties Trust shall conclusively be deemed to have been executed or done only in or with respect to his or her capacity as Trustee or Trustees and such Trustee or Trustees shall not be personally liable thereon. At the Trustees' discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of FSSC hereunder) to be rendering Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on liability of Series exists and such services to note, bond, contract, instrument, certificate or acting solely for undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by a Trustee or Trustees in such Fund capacity and not as individually or by an officer, trustee, partner, employee officer or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth officers in the Declaration of Trust of each Fund that is a Massachusetts business trust such capacity and agrees not individually and that the obligations assumed by each of such Fund pursuant to this Agreement shall be limited in instrument are not binding upon any case to such Fund and its of them or the Shareholders individually but are binding only on the assets and that FSSC shall not seek satisfaction property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such obligations from the Shareholders of such Fund, the notice or recital shall in no way operate to bind any Trustees, Officers, Employees officers or Agents of such Fund, or any of themShareholders individually. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In i. To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations the duties involved in the conduct of such Person's office. ii. Every note, bond, contract, instrument, certificate or duties hereunder undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the part of FSSC and its trustees, officers, employees, agents and representativesTrust, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against officers or the Trustees or any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance last sentence of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. paragraph (ca) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination 2 of this AgreementArticle VIII.

Indemnification and Limitation of Liability. (a) In Retirement Services agrees to indemnify and hold harmless the absence Trust and each of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representativeseach person, if any, who controls them within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), against any losses, claims, damages, liabilities or expenses (collectively, “Damages:) to which an indemnitee may become subject insofar as those Damages (or actions in respect thereof) arise out of or are based upon (i) any orders that are not timely transmitted by Retirement Services in accordance with Section 3 of this Agreement; (ii) Retirement Services’s negligence or willful misconduct in performing the Services; (iii) any breach by Retirement Services of any material representation, warranty or covenant made in this Agreement; or (iv) any requests that are submitted by duly authorized representatives of Retirement Services on behalf of Accounts for transaction adjustments (including, but not limited to, the Funds agree pricing of net purchases or net redemptions of Shares on an “as of” basis). Retirement Services will reimburse the indemnities for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending such losses, claims or actions. (b) The Trust agrees to indemnify FSSC and hold harmless Retirement Services and each of its trustees, officers, employees, agents and representatives each person, if any, who controls them within the meaning of the Securities Act, against any and all claims, demands, liabilities and reasonable expenses Damages to which any indemnitee may become subject insofar as those Damages (including attorneys’ fees), related to or otherwise connected with action in respect thereof) arise out of or are based upon (i) any breach by the Funds of any provision of Trusts’ negligence or willfil misconduct in performing its obligations under this Agreement; or (ii) any action material breach by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable the Trust of any representation, warranty or covenant made in this Agreement. The Trust will reimburse the indemnities for any error of judgment legal or mistake of law or for any loss suffered other expenses reasonably incurred, as incurred, by any Fund them in connection with the matters to which this Agreement relatesinvestigating or defending such losses, except a loss resulting from willful misfeasance, bad faith claims or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damagesactions. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Empower Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) In (each, a “Loss” and, collectively, the absence “Losses”) incurred or suffered by Empower Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement performed in willful misfeasance, bad faith, or gross negligence, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Empower Funds or the Adviser deemed to protect Empower Funds or the Adviser against any liability to which Empower Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of their obligations or duties hereunder on under this Agreement or the part of FSSC Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser its trusteesdirectors, officers, employees, agents agents, subsidiaries and representativesaffiliates as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Funds agree Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to indemnify FSSC and carry out its trusteesobligations hereunder or thereunder), including the activities performed in willful misfeasance, bad faith, or gross negligence (or such omissions) of the Adviser’s directors, officers, employees, agents agents, subsidiaries and representatives affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters liability to which this Agreement relates, except a loss resulting from the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence on its part in the performance of its duties or from by reason of its reckless disregard by it of its obligations and or duties under this Agreement. c. Empower Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for Empower Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Empower Funds or the Adviser by the Sub-Adviser which Empower Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Empower Funds and the Adviser, their directors and officers, and each person, if any, who controls Empower Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Empower Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Empower Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third-Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or in connection with a Third-Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third-Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third-Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney’s fees and expenses) incurred by the Indemnified Party in defending such Third-Party Assertion between the date of the commencement of such Third-Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third-Party Assertion, the Indemnified Party shall not compromise or settle such Third-Party Assertion without the prior written consent of the Indemnifying Party and will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such Third-Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third-Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third-Party Assertion settled. Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to receive such notice, except to the extent that (and only to such extent) the failure to receive notice materially prejudiced the rights of such party. h. In no event shall FSSC any party be liable to any other party for indirect special, consequential, punitive, incidental, exemplary or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee similar damages or agent losses regardless of FSSC, who may be the grounds or become an officer, employee or agent nature of any Fund claim asserted (including without limitation contract, statute, negligence, tort, strict liability or a member otherwise) and whether or not the party seeking the indemnification was advised of a Fund's Board, the possibility of the damage or loss asserted. Nothing in this Section 13 shall be deemed, when rendering services construed in a manner inconsistent with Section 17(i) of the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to such Fund or acting on any business the management of such Fund (assets of the Funds other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCAccounts. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. (a) In To the absence fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or the duties hereunder on involved in the part conduct of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fundsuch Person’s Shareholder against FSSCoffice. (b) FSSC shall not be liable for Every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any error of judgment or mistake of law or for any loss suffered by any Fund them in connection with the matters Trust shall be conclusively deemed to which this Agreement relateshave been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefor, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part as described in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice last sentence of the limitation first paragraph of liability as set forth in the this Section 2 of this Article VIII. Waycross Independent Trust Agreement and Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.July 2020

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Empower Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) In (each, a “Loss” and, collectively, the absence “Losses”) incurred or suffered by Empower Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Empower Funds or the Adviser deemed to protect Empower Funds or the Adviser against any liability to which Empower Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of their obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder on or thereunder), including the part activities (or such omissions) of FSSC and its trusteesthe Adviser’s directors, officers, employees, agents agents, subsidiaries and representativesaffiliates; provided, however, that in no event is the Funds agree Adviser’s indemnity in favor of the Sub-Adviser deemed to indemnify FSSC and its trustees, officers, employees, agents and representatives protect the Sub-Adviser against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters liability to which this Agreement relates, except a loss resulting from the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence on its part in the performance of its duties or from by reason of its reckless disregard by it of its obligations and or duties under this Agreement. c. Empower Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the 1934 Act from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for Empower Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Empower Funds or the Adviser by the Sub-Adviser which Empower Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Empower Funds and the Adviser, their directors and officers, and each person, if any, who controls Empower Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Empower Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Empower Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third-Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or in connection with a Third-Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third-Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third-Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney’s fees and expenses) incurred by the Indemnified Party in defending such Third-Party Assertion between the date of the commencement of such Third-Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third-Party Assertion, the Indemnified Party shall not compromise or settle such Third-Party Assertion without the prior written consent of the Indemnifying Party and will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such Third-Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third-Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third-Party Assertion settled. Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to receive such notice, except to the extent that (and only to such extent) the failure to receive notice materially prejudiced the rights of such party. h. In no event shall FSSC any party be liable to any other party for indirect special, consequential, punitive, incidental, exemplary or consequential similar damages. (c) Any person, even though also an officer, trustee, partner, employee or agent losses regardless of FSSC, who may be the grounds or become an officer, employee or agent nature of any Fund claim asserted (including without limitation contract, statute, negligence, tort, strict liability or a member otherwise) and whether or not the party seeking the indemnification was advised of a Fund's Board, the possibility of the damage or loss asserted. Nothing in this Section 13 shall be deemed, when rendering services construed in a manner inconsistent with Section 17(i) of the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to such Fund or acting on any business the management of such Fund (assets of the Funds other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSCAccounts. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. 4.1. Each Party (“the Indemnifying Party”) shall indemnify and keep the other Party (“the Indemnified Party”) indemnified against any action, liability, cost, claim, loss, damage, proceedings, expense (including legal costs on attorneys) suffered or incurred by Indemnified Party or in any way arising from: - (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds Indemnifying Party of any provision of its obligations, representations, or warranties under this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC.; (b) FSSC any matter relating to the Services hereunder or the performance of the Indemnifying Party’s obligations hereunder, or in any way arising out of any third-party claims, any claims arising from any act alleged to be illegal, claims for defamation, infringement of intellectual property rights, damage to computer database, loss of data or distribution of illegal or obscene or offensive material; (c) violation of any laws or regulation of any governmental, regulatory, or judicial authority by the Indemnifying Party; (d) the gross negligence or willful misconduct of the Indemnifying Party or its employees or agents in connection with this Agreement. immediately preceding the occurrence of the claim from which the costs or expense arise and shall be subject to the following conditions having been met: (i) The Merchant must have expended best efforts towards recovery of any amounts lost including (but without limitation to) recovery from Customers; (ii) ▇▇▇▇▇ shall not indemnify the Merchant against any losses arising fully or in part from actions, inactions, faults, or negligence of the Merchant or any third parties; (iii) Without prejudice to the limitation of liability set out in this, the Merchant must have notified ▇▇▇▇▇ of any direct loss in respect of which a claim of indemnity arises within thirty days of the loss occurring. ▇▇▇▇▇ shall not be under obligation to indemnify the Merchant against any direct loss in respect of which notice has not been issued in accordance with the provisions of this clause. 4.2. Further, the Merchant shall indemnify and keep ▇▇▇▇▇ indemnified against any action, liability, cost, claim, loss, damage, proceedings, expense (including legal costs on attorneys) suffered or incurred by ▇▇▇▇▇ or in any way arising from: - (a) any penalty imposed on ▇▇▇▇▇ by any Payment Facility Provider consequent to the fact that the number and quantum of charge back requests received in relation to the Payment Gateway is beyond the limits considered acceptable for provision of the Payment Gateway; (b) any action taken by Customers against ▇▇▇▇▇. 4.3. Without prejudice to any remedies available to Cheda, Cheda shall be under no liability whatsoever to the Customer or merchant in respect of any loss or damage arising directly or indirectly out of: (a) any defect in the Merchant Services; (b) the refusal by the Merchant to honor or accept a Payment; (c) the malfunction of any of the Merchant’s computer terminal or equipment; (d) the giving of Transaction instructions by any person other than by a Customer; (e) any injury to the credit character and reputation of the Customer alleged to have been caused by the return or the refusal by the Merchant to honour or accept a Payment; (f) any misstatement, misrepresentation, error, or omission in any details disclosed by the Merchant to ▇▇▇▇▇. (g) Float token purchased by the merchants in respect to facilitate services to customers. 4.4. Notwithstanding anything to the contrary contained in this Agreement a Party, its officers, employees, sub-contractors, agents and partners shall not be liable to the other Party for any error indirect, consequential, incidental or special loss including (but not limited to) loss of judgment profit, anticipated float token, loss of goodwill, corruption or mistake loss of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damagesdatahowsoever arising. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

Indemnification and Limitation of Liability. i) To the fullest extent permitted by law, Grantee shall indemnify and hold harmless the Commonwealth, the Mass Tech Collaborative, and each of their respective agents, officers, directors and employees (atogether with the Commonwealth and the Mass Tech Collaborative, the “Covered Persons”) from and against any and all liability, loss, claims, damages, fines, penalties, costs and expenses (including reasonable attorney’s fees), judgments and awards (collectively, “Damages”) sustained, incurred or suffered by or imposed upon any Covered Person resulting from (i) any breach of this Agreement or false representation of Grantee under this Agreement, or (ii) any negligent acts or omissions or reckless misconduct of Grantee. Without limiting the foregoing, Grantee shall indemnify and hold harmless each Covered Person against any and all Damages that may arise out of or are imposed because of the failure to comply with the provisions of applicable law by Grantee or any of its agents, officers, directors, employees or subcontractors. The foregoing notwithstanding, Grantee shall not be liable for (i) any Damages sustained, incurred or suffered by or imposed upon any Covered Person resulting from any negligent acts or omissions or reckless misconduct of the Mass Tech Collaborative, and (ii) except for liability for death or personal injury caused by the negligence or willful misconduct of the Grantee or for claims of infringement of a third party’s intellectual property by Grantee, the aggregate liability of Grantee under this Agreement shall not exceed the greater of the amount of the Grant or the amount recovered under any applicable insurance coverage. ii) In no event shall either party be liable for any indirect, incidental, special or consequential damages whatsoever (including but not limited to lost profits or interruption of business) arising out of or related to Grantee’s performance of the absence Project under this Agreement. iii) Furthermore, as a condition of willful misfeasancereceipt of any award, bad faithGrantee does hereby release, gross negligence remise, discharge, indemnify and hold harmless the Mass Tech Collaborative (defined for purposes of this Section 11(c)(iii) to include the Mass Tech Collaborative and/or any of its parents, subsidiaries or reckless disregard of obligations affiliates, predecessors, successors or duties hereunder on the part of FSSC assigns, and its trusteesrespective current and/or former partners, directors, shareholders/stockholders, officers, employees, agents attorneys and/or agents, all both individually and representativesin their official capacities), the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against from any and all actions or causes of action, suits, claims, complaints, liabilities, torts, debts, damages, controversies, judgments, rights and demands, liabilities and reasonable expenses (including attorneys’ fees)whether existing or contingent, related to known or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; unknown, suspected or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relatesunsuspected, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination date of this Agreement.