Common use of Indemnification of Fund Clause in Contracts

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (ia) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (iib) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Fund and each of Fund, its Directors and officers and each person, if any, Trustees and any person who controls the Fund within the meaning of Section 15 of the 1933 Act, from and against any lossand all claims, liabilitydemands, damages, claim or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) which the Fund, its officers or Trustees or any such controlling person, may incur under the 1933 Act, the 1940 Act, the common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Trustees or such controlling person resulting from such claims or demands shall arise out of or be based upon the 1933 Act or (a) any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Fund specifically for use in the Fund’s Registration Statement or omitted the Fund’s Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or the Prospectus or necessary in order to make the statements such information not misleading, insofar (b) any alleged act or omission on the Distributor’s part as the statement or omission was made in reliance upon and in conformity with information furnished to Fund’s agent that has not been expressly authorized by the Fund by in writing, and (c) any claim, action, suit or on behalf proceeding which arises out of or is alleged to arise out of the Distributor’s failure to exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, employee benefit and other plans for Shares. In no case (i) is the indemnity The foregoing rights of the Distributor indemnification shall be in favor of the Fund or addition to any other person indemnified to be deemed to protect the Fund or any other person against any liability rights to which the Fund or such other person would otherwise a Trustee may be subject by reason entitled as a matter of willful misfeasancelaw. With respect to each Fund, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) indemnity agreement is expressly conditioned upon the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to being notified of any claim made action brought against the Fund Fund, its officers or Trustees or any person indemnified unless the Fund or such controlling person, as the case may be, which notification shall have notified be given by letter or telegram addressed to the Distributor at its principal office in writing of New York, New York, and sent to the claim Distributor by the person against whom such action is brought, within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent)served. However, The failure to notify the Distributor of any claim such action shall not relieve the Distributor from any liability which it may have to the Fund Fund, its officers or Trustees or such controlling person by reason of any person against whom alleged misstatement, omission, act or failure on the action is brought Distributor’s part otherwise than on account of its the indemnity agreement contained in this paragraphSection 16. The Distributor shall be entitled have a right to participate, at control the defense of such action with counsel of its own expensechoosing and approved by the Fund if such action is based solely upon such alleged misstatement, omission, act or failure on the Distributor’s part, and in any other event the Fund, its officers and Trustees or such controlling person shall each have the right to participate in the defense or, if it so elects, to assume or preparation of the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheldsuch action at their own expense. In the event that If the Distributor elects to assume the defense of any such suit and retain counselcounsel approved by a Fund, the defendant or defendants in the such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Distributor does not elect to assume the defense of any such suit, it or in the case the Fund does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Fund, its officers and Trustees or the controlling person or persons named as defendant or defendants in the suit such suit, for the reasonable fees and expenses of any counsel retained by the Fund or them. In addition, each Fund shall have the right to employ counsel to represent it, its officers and Trustees and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Fund against the Distributor hereunder if in the reasonable judgment of the Fund it is advisable for the Fund, its officers and Trustees or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Distributor. With respect to each Fund, this indemnity agreement and the Distributor’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of a Fund, its officers and Trustees or any such controlling person. With respect to each Fund, this indemnity agreement shall inure exclusively to the benefit of the Fund and its successors, the Fund’s officers and Trustees and their respective estates and any such controlling persons and their successors and estates. The Distributor agrees to shall promptly notify the a Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former Directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the 1933 Act Distributor or any other statute of the Distributor's directors, officers, employees or common law and arising by reason of representatives (including, without limiting the foregoing, any person acquiring any Shares, and alleging a wrongful act or unauthorized sales activities of the Distributor or any of its employees registered representatives, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or alleging that federal law relating to the registration statementsale of Shares), prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Shareholder reports Prospectus, shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Distributor shall also indemnify and hold harmless the Fund, its officers and directors and control persons from any liability to the Fund or on behalf to the holders of Shares by reason of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of 's willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Distributor's indemnity in favor of the Fund, or any person indemnified to be deemed to protect the Fund or such indemnified person against any liability to which the Fund or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Fund's or such person's duties or by reason of reckless disregard of the Fund's or such person's obligations and duties under this Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, and the persons indemnified as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by themthem and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they are seeking indemnification in the matter and to the fullest extent permissible by law. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a trustee, director, officer, employee, shareholder or control person of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim damage or expense (including the reasonable cost costs of investigating or defending investigation) reasonably incurred by any alleged loss, liability, damages, of them in connection with any claim or expense and reasonable counsel fees incurred in connection therewith) with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon the 1933 Act any untrue statement or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an alleged untrue statement of a material fact fact, or omitted the omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as on the part of Distributor or any agent or employee of Distributor or any other person for whose acts Distributor is responsible, unless such statement or omission was made in reliance upon and in conformity with written information furnished by the Fund. Distributor likewise agrees to indemnify and hold harmless the Fund by and each such person in connection with any claim or on behalf in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Distributor's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Distributor's consent. In no case (i) is the indemnity The foregoing rights of the Distributor indemnification shall be in favor of the Fund or addition to any other person indemnified to be deemed to protect the Fund or any other person against any liability rights to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or each such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense as a matter of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shareslaw.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act, 1934 Act, 1940 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or of any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its the indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity indemnify agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers trustees, officers, employees, representatives and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, '33 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost of costs or investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or such of its trustees, officers, employees, representatives or controlling person may become subject under the '33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributors partners, directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with Paragraph in respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the to defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheldFund, to its trustees, officers, employees or representatives, or to any controlling person or persons, defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, its trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the indemnified Fund, such trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its partners, officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, 1933 Act against any loss, liability, damagesclaim, claim damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, claim or expense and reasonable counsel fees and disbursements incurred in connection therewith) ), based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person otherwise 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its the indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, participate at its own expense, expense in the defense of or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost of costs or investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (I) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (iI) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its his duties or by reason of its his reckless disregard of its his obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, to the persons indemnified defendants whose approval shall not be unreasonably withhelddefendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, the persons indemnified defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares. ARTICLE 8.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a Trustee, officer, employee, unitholder or control person of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim damage or expense (including the reasonable cost costs of investigating or defending investigation and reasonable attorneys’ fees) reasonably incurred by any alleged loss, liability, damages, of them in connection with any claim or expense and reasonable counsel fees incurred in connection therewith) with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon the 1933 Act (i) any untrue statement or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an alleged untrue statement of a material fact fact, or omitted the omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as on the part of Distributor or any agent or employee of Distributor or any other person for whose acts Distributor is responsible, unless such statement or omission was made in reliance upon and in conformity with written information furnished by the Fund; (ii) Distributor’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with its obligation under this Agreement; and (iii) Distributor’s failure to comply with applicable laws and the Fund Rules of FINRA. The Distributor will advance attorneys’ fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. The term “expenses” for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Distributor’s consent. In no case (i) is the indemnity The foregoing rights of the Distributor indemnification shall be in favor of the Fund or addition to any other person indemnified to be deemed to protect the Fund or any other person against any liability rights to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or each such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense as a matter of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shareslaw.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares. ARTICLE 8.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act1933 Act (each such indemnified party, a "Distributor Indemnitee"), against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any SharesInterests, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder investor reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified Distributor Indemnitees to be deemed to protect the Fund or any other person a Distributor Indemnitee against any liability to which the Fund or such other person Distributor Indemnitee 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified a Distributor Indemnitee unless the Fund or person, as the case may be, such Distributor Indemnitee shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person such Distributor Indemnitee (or after the Fund or such person Distributor Indemnitee shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person a Distributor Indemnitee against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it or any other Distributor Indemnitee in connection with the issue and sale of any of the Fund's SharesFunds' Interests.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers trustees, officers, employees, representatives and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, '33 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost of costs or investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or such of its trustees, officers, employees, representatives or controlling person may become subject under the '33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributors partners, directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with Paragraph in respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distdbutor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the to defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheldFund, to its trustees, officers, employees or representatives, or to any controlling person or persons, defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, its trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the indemnified Fund, such trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its partners, officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former Directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the registration statementrepresentatives, prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Shareholder reports Prospectus, shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its the Fund's or such person's duties or by reason of its reckless disregard of its the Fund's or such person's obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor and any other indemnified party shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, and the persons indemnified as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former Directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the 1933 Act Distributor or any other statute of the Distributor's directors, officers, employees or common law and arising by reason of representatives (including, without limiting the foregoing, any person acquiring any Shares, and alleging a wrongful act or unauthorized sales activities of the Distributor or any of its employees registered representatives, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or alleging that federal law relating to the registration statementsale of Shares), prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Shareholder reports Prospectus, shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Distributor shall also indemnify and hold harmless the Fund, its officers and directors and control persons from any liability to the Fund or on behalf to the holders of Shares by reason of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of 's willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Distributor's indemnity in favor of the Fund, or any person indemnified to be deemed to protect the Fund or such indemnified person against any liability to which the Fund or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Fund's or such person's duties or by reason of reckless disregard of the Fund's or such person's obligations and duties under this Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, and the persons indemnified as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified as defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by themthem and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they are seeking indemnification in the matter and to the fullest extent permissible by law. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers and present or former directors, officers, employees, representatives an each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost of costs or investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf the Distributor, it being understood that the Fund will rely upon the information provided by the Distributor for use in the preparation of the DistributorRegistration Statement and Prospectus. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified indemnified, to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its his duties or by reason of its his reckless disregard of its his obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the claimany claim as to which it provides this indemnification, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants Fund, whose approval shall not be unreasonably withheld, and any other indemnified defendant or defendants in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund and any other indemnified defendant or defendants in the suit shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and any other indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees, representatives or control persons in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Fund's Funds' Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former Trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the 1933 Act Distributor or any other statute of the Distributor's directors, officers, employees or common law and arising by reason of representatives (including, without limiting the foregoing, any person acquiring any Shares, and alleging a wrongful act or unauthorized sales activities of the Distributor or any of its employees registered representatives, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or alleging that federal law relating to the registration statementsale of Shares), prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Shareholder reports Prospectus, shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Distributor shall also indemnify and hold harmless the Fund, its officers and Trustees and control persons from any liability to the Fund or on behalf to the holders of Shares by reason of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of 's willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Distributor's indemnity in favor of the Fund, or any person indemnified to be deemed to protect the Fund or such indemnified person against any liability to which the Fund or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Fund's or such person's duties or by reason of reckless disregard of the Fund's or such person's obligations and duties under this Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, and the persons indemnified as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified as defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by themthem and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they are seeking indemnification in the matter and to the fullest extent permissible by law. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers their present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 l5 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its the Fund’s or any such person’s duties or by reason of its the Fund’s or any such person’s reckless disregard of its the Fund’s or any such person’s obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, to the persons indemnified defendants whose approval shall not be unreasonably withheldor defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, the persons indemnified or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors Trustees and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Funds' Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former Directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, t he 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the 1933 Act Distributor or any other statute of the Distributor's directors, officers, employees or common law and arising by reason of representatives (including, without limiting the foregoing, any person acquiring any Shares, and alleging a wrongful act or unauthorized sales activities of the Distributor or any of its employees registered representatives, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or alleging that federal law relating to the registration statementsale of Shares), prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Shareholder reports Prospectus, shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Distributor shall also indemnify and hold harmless the Fund, its officers and directors and control persons from any liability to the Fund or on behalf to the holders of Shares by reason of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of 's willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Distributor's indemnity in favor of the Fund, or any person indemnified to be deemed to protect the Fund or such indemnified person against any liability to which the Fund or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Fund's or such person's duties or by reason of reckless disregard of the Fund's or such person's obligations and duties under this Agreement o r (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other ot her first written writt en notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, and the persons indemnified as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by themthem and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they are seeking indemnification in the matter and to the fullest extent permissible by law. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.unreasonably

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers trustees, officers, employees, representatives and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, '33 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost of costs or investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or such of its trustees, officers, employees, representatives or controlling person may become subject under the '33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributors partners, directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with Paragraph in respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. EXHIBIT (e) The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the to defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheldFund, to its trustees, officers, employees or representatives, or to any controlling person or persons, defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, its trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the indemnified Fund, such trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its partners, officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act, 1934 Act, 1940 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its the indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act, 1934 Act, 1940 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its the indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Fund"s Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor’s directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor’s indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its the Fund’s or any such person’s duties or by reason of its the Fund’s or any such person’s reckless disregard of its the Fund’s or any such person’s obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor’s indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, to the persons indemnified defendants whose approval shall not be unreasonably withheldor defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, the persons indemnified or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Fund Fund, its officers and each of its Directors and officers and each person, if any, any person who controls the Fund within the meaning of Section 15 of the 1933 Act, from and against any lossand all claims, liabilitydemands, damages, claim or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) which the Fund, its officers or Directors or any such controlling person, may incur under the 1933 Act, the 1940 Act, the common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Directors or such controlling person resulting from such claims or demands shall arise out of or be based upon the 1933 Act or (a) any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Fund specifically for use in the Registration Statement or omitted the Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or the Prospectus or necessary in order to make the statements such information not misleading, insofar (b) any alleged act or omission on the Distributor’s part as the statement or omission was made in reliance upon and in conformity with information furnished to Fund’s agent that has not been expressly authorized by the Fund by in writing, and (c) any claim, action, suit or on behalf proceeding which arises out of or is alleged to arise out of the Distributor’s failure to exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, employee benefit and other plans for shares. In no case (i) is the indemnity The foregoing rights of the Distributor indemnification shall be in favor of the Fund or addition to any other person indemnified to be deemed to protect the Fund or any other person against any liability rights to which the Fund or such other person would otherwise a Director may be subject by reason entitled as a matter of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) law. This indemnity agreement is expressly conditioned upon the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to being notified of any claim made action brought against the Fund Fund, its officers or Director or any person indemnified unless the Fund or such controlling person, as the case may be, which notification shall have notified be given in writing addressed to the Distributor in writing of at its principal office, and sent to the claim Distributor by the person against whom such action is brought, within a reasonable time after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent)served. However, The failure to notify the Distributor of any claim such action shall not relieve the Distributor from any liability which it may have to the Fund Fund, its officers or Directors or such controlling person by reason of any person against whom alleged misstatement, omission, act or failure on the action is brought Distributor’s part otherwise than on account of its the indemnity agreement contained in this paragraphSection 16. The Distributor shall be entitled have a right to participate, at control the defense of such action with counsel of its own expensechoosing and approved by the Fund if such action is based solely upon such alleged misstatement, omission, act or failure on the Distributor’s part, and in any other event the Fund, its officers and Directors or such controlling person shall each have the right to participate in the defense or, if it so elects, to assume or preparation of the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheldsuch action at their own expense. In the event that If the Distributor elects to assume the defense of any such suit and retain counselcounsel approved by the Fund, the defendant or defendants in the such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Distributor does not elect to assume the defense of any such suit, it or in the case the Fund reasonably does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Fund, its officers and Directors or the controlling person or persons named as defendant or defendants in the suit such suit, for the reasonable fees and expenses of any counsel retained by the Fund or them. In addition, the Fund shall have the right to employ counsel to represent it, its officers and Directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Fund against the Distributor hereunder if in the reasonable judgment of the Fund it is advisable for the Fund, its officers and Directors or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Distributor. This indemnity agreement and the Distributor’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Fund, its officers and Directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Fund and its successors, the Fund’s officers and Directors and their respective estates and any such controlling persons and their successors and estates. The Distributor agrees to shall promptly notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any shares. No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of this Section 16, without the Fund's Sharesprior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This Section 16 shall survive the termination of this Agreement.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers trustees, officers, employees, representatives and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, '33 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost of costs or investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or such of its trustees, officers, employees, representatives or controlling person may become subject under the '33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributors partners, directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with Paragraph in respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Exhibit (e) Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the to defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheldFund, to its trustees, officers, employees or representatives, or to any controlling person or persons, defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, its trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the indemnified Fund, such trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its partners, officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers their present or former managers, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 l5 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its the Fund’s or any such person’s duties or by reason of its the Fund’s or any such person’s reckless disregard of its the Fund’s or any such person’s obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, to the persons indemnified defendants whose approval shall not be unreasonably withheldor defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, the persons indemnified or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to ----------------------- indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and ), arising by reason of any person acquiring any Shares, and alleging based upon a wrongful act of the Distributor or any of its employees or alleging the allegation that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its or his duties or by reason of its or his reckless disregard of its the obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if any claims subject to this indemnity provision. If the Distributor elects to assume the defensedefense of any such claim, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any a suit and retain counsel, the indemnified defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any a suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it or any of its directors, officers or controlling persons in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost of costs or investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (I) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (iI) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its his duties or by reason of its his reckless disregard of its his obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, to the persons indemnified defendants whose approval shall not be unreasonably withhelddefendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, the persons indemnified defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.retained

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and an hold harmless the Fund and each of its Directors and such officers as shall have signed any Registration Statement from and each personagainst any and all losses, if anyclaims, who controls damages or liabilities, joint or several, to which the Fund within or such Directors or officers may become subject under the meaning of Section 15 of the Securities Act, against under any lossother statute, liabilityat common law or otherwise, damages, claim and will reimburse the Fund or expense such Director or officers for any legal or other expenses (including the reasonable cost of investigating any investigation and preparation) reasonably incurred by it or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor them or any of its employees them in connection with any claim or alleging that the registration statementlitigation, prospectuswhether or not resulting in any liability, Shareholder reports insofar as such losses, claims damages, liabilities or other information filed litigation arise out of, or made public by the Fund (as from time to time amended) included an are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or omitted Prospectus, or any amendment thereof or supplement thereto, or arising out of, or based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements statement therein not misleading, insofar as the which statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor for inclusion in favor of the Fund any Registration Statement or any other person indemnified to be deemed to protect the Fund Prospectus, or any other person against any liability to which the Fund amendment thereof or such other person 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 and duties under this Agreement, or (ii) is the supplement thereto. The Distributor to shall not be liable under for amounts paid in settlement of any such litigation if such settlement was effected without its indemnity agreement contained consent. The Fund and its Directors and such officers, defendant or defendants, in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or personsuch litigation shall, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim complaint shall have been served upon the Fund or upon any person (or after such Director of officer in respect of which indemnity may be sought from the Distributor on account of its agreement contained in this paragraph, notify the Distributor in writing of the commencement thereof. The omission of the Fund or such person shall have received notice of service on any designated agent). However, failure Director or officer so to notify the Distributor of any claim such litigation shall relieve the Distributor from any liability which it may have to the Fund or such Director or officer on account of the indemnity agreement contained in this paragraph, but shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought such Director or officer otherwise than on account of its the indemnity agreement contained in this paragraph. The In case any such litigation shall be brought against the Fund or any such Director or officer and notice of the commencement thereof shall have been so given to the Distributor, the Distributor shall be entitled to participateparticipate in (and, to the extent that it wish, to direct) the defense thereof at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, expense but if the Distributor elects to assume the defense, the such defense shall be conducted by counsel chosen by the Distributor of good standing and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheldFund. In the event that The indemnity agreement of the Distributor elects to assume the defense contained in this paragraph shall remain operative and in full force and effect regardless of any suit investigation made by or on behalf of the Fund and retain counsel, shall survive any delivery of shares of the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by themFund. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or directors or against any such controlling person of which it may advised, in connection with the issue and sale of any of the Fund's Sharesshares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of or the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a Director, officer, employee, shareholder or control person of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim damage or expense (including the reasonable cost costs of investigating or defending investigation) and reasonable attorneys' fees reasonably incurred by any alleged loss, liability, damages, of them in connection with any claim or expense and reasonable counsel fees incurred in connection therewith) with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon the 1933 Act any untrue statement or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an alleged untrue statement of a material fact fact, or omitted the omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as on the part of Distributor or any agent or employee of Distributor or any other person for whose acts Distributor is responsible, unless such statement or omission was made in reliance upon and in conformity with written information furnished by the Fund. Distributor likewise agrees to indemnify and hold harmless the Fund and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Distributor's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The Distributor will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Distributor's consent. In no case (i) is the indemnity The foregoing rights of the Distributor indemnification shall be in favor of the Fund or addition to any other person indemnified to be deemed to protect the Fund or any other person against any liability rights to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or each such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense as a matter of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shareslaw.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties dudes under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to ----------------------- indemnify and hold harmless the Fund and each of its Directors and officers present or former Trustees/Directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the registration statementrepresentatives, prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Shareholder reports Prospectus, shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its the Fund's or such person's duties or by reason of its reckless disregard of its the Fund's or such person's obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, expense in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, and the persons indemnified as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors the trustees and officers of the Fund and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statementRegistration Statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor Fund agrees to notify the Fund Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees, or any other person entitled to indemnification under this Article VII, in connection with the issue and issuance or sale of any of the Fund's its Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act, 1934 Act, 1940 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its the indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares.the

Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports shareholder reports, sales material or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person 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 and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers trustees, officers, employees, representatives and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, ’33 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost of costs or investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or such of its trustees, officers, employees, representatives or controlling person may become subject under the ’33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributors partners, directors, officers, employees or alleging that the representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor’s indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with Paragraph in respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor’s indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the to defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheldFund, to its trustees, officers, employees or representatives, or to any controlling person or persons, defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, its trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the indemnified Fund, such trustees, officers, employees, representatives or controlling person or persons, defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its partners, officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to ----------------------- indemnify and hold harmless the Fund and each of its Directors and officers present or former Directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 of the Act, 1933 Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the 1933 Act Distributor or any other statute of the Distributor's directors, officers, employees or common law and arising by reason of representatives (including, without limiting the forgoing, any person acquiring any Shares, and alleging a wrongful act or unauthorized sales activities of the Distributor or any of its employees registered representatives, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or alleging that federal law relating to the registration statementsale of Shares), prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Shareholder reports Prospectus, shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Distributor shall also indemnify and hold harmless the Fund, its officers and directors and control persons from any liability to the Fund or on behalf to the holders of Shares by reason of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of 's willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Distributor's indemnity in favor of the Fund, or any person indemnified to be deemed to protect the Fund or such indemnified person against any liability to which the Fund or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Fund's or such person's duties or by reason of reckless disregard of the Fund's or such person's obligations and duties under this Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Fund, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Fund, and the persons indemnified, as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Fund and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by themthem and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they axe seeking indemnification in the matter and to the fullest extent permissible by law. The Distributor agrees to promptly notify the Fund promptly of the commencement of any litigation or of proceedings against it or any of its officers, employees or representatives in connection with the issue and or sale of any of the Fund's Shares.

Indemnification of Fund. The Distributor covenants and agrees that it will to indemnify and hold harmless the Fund and each of its Directors and officers present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund within the meaning of Section 15 2 of the 1940 Act, against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending against any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or any such person may become subject under any statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor’s directors, officers, employees or alleging that the registration statementrepresentatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, Shareholder reports shareholder report or other information covering Shares filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the Distributor’s indemnity of the Distributor in favor of the Fund Fund, or any other person indemnified to be deemed to protect the Fund or any other such indemnified person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its his duties or by reason of its his reckless disregard of its his obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any such person (or after the Fund or such person shall have received notice of to such service on any designated agent). .) However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Fund or any person against whom the such action is brought otherwise than on account of its the Distributor’s indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's SharesSection.