270 Legal [Sample Agreements]

SECTION 5.   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.

<PAGE>

          SECTION 6.   PRIVACY POLICY

      (a)        The parties acknowledge that:

          (i)          The Securities and Exchange Commission has adopted
                Regulation S-P at 17 CFR Part 248 to protect the privacy
                of individuals who obtain a financial product or service
                for personal, family or household use;

          (ii)         Regulation S-P permits financial institutions, such
                as the Funds, to disclose "nonpublic personal information"
                ("NPI") of its "customers" and "consumers" (as those terms
                are therein defined in Regulation S-P) to affiliated and
                nonaffiliated third parties of the Funds, without giving
                such customers and consumers the ability to opt out of
                such disclosure, for the limited purposes of processing
                and servicing transactions (17 CFR {section} 248.14); for
                specified law enforcement and miscellaneous purposes (17
                CFR {section} 248.15); and to service providers or in
                connection with joint marketing arrangements (17 CFR
                {section} 248.13); and

          (iii)        Regulation S-P provides that the right of a
                customer and consumer to opt out of having his or her NPI
                disclosed pursuant to 17 CFR {section} 248.7 and 17 CFR
                {section} 248.10 does not apply when the NPI is disclosed
                to service providers or in connection with joint marketing
                arrangements, provided the Fund and third party enter into
                a contractual agreement that prohibits the third party
                from disclosing or using the information other than to
                carry out the purposes for which the Fund disclosed the
                information (17 CFR {section} 248.13).

      (b)        The parties agree that the Funds may disclose Shareholder NPI
      to FSSC as agent of the Funds and solely in furtherance of fulfilling
      FSSC's contractual obligations under the Agreement in the ordinary course
      of business to support the Funds and their Shareholders.

      (c)        FSSC hereby agrees to be bound to use and redisclose such NPI
      only for the limited purpose of fulfilling its duties and obligations
      under the Agreement, for law enforcement and miscellaneous purposes as
      permitted in 17 CFR {section}248.15, or in connection with joint marketing
      arrangements that the Funds may establish with FSSC in accordance with the
      limited exception set forth in 17 CFR 248.13.

      (d)        FSSC represents and warrants that, in accordance with 17 CFR
      {section} 248.30, it has implemented, and will continue to carry out for
      the term of the Agreement, policies and procedures reasonably designed to:

          (i)          Insure the security and confidentiality of records
                and NPI of Fund customers;

          (ii)         Protect against any anticipated threats or hazards
                to the security or integrity of Fund customer records and
                NPI; and

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Click here for the complete Second Amended and Restated Shareholder Services Agreement