Common use of Indemnification of Trust Clause in Contracts

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 claim subject to this indemnity provision. If the Distributor elects to assume the defense, the defense shall be conducted by legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former Trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 Trust 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust's or such person's duties or by reason of its reckless disregard of its the Trust'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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 Trust, 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 Trust, 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 Trust 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers Trustees, officers, employees and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Trust harmless from and against any and all actual losses, expenses, and liabilities (including reasonable attorneys' fees) that the Trust may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ ’s Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’sTrusts’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Stamford, Connecticut, 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 17. 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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) that the Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust by in writing, and (c) any claim, action, suit or on behalf proceeding that 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise an officer or a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust or such controlling person, as the case may be, which notification shall have notified be given by letter or facsimile addressed to the Distributor at its principal office (currently 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 Trust or upon any person (or after the Trust 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 that it may have to the Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 l5 of the 1933 Act, 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 Trust 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 or Creation Units, 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 report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (iI) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 Trust, 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 Trust, 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 Trust 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust's agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Stamford, Connecticut, 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust'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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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) based upon which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act or any other statute or Act, the 1940 Act, the common law and arising by reason of any person acquiring any Shares or Creation Unitsotherwise, and alleging a wrongful act of but only to the Distributor extent that such liability or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public expense incurred by the Trust Trust, its officers or Trustees or such controlling person resulting from such claims or demands shall arise out of or be based upon: (as from time to time amendeda) included an any alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust reasonably does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers 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 Trust’s’ Shares prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or Creation Unitsindemnifying 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 Contract.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter be, a Trustee of its Trustees and officers and each person, if any, who controls the Trust within the meaning against expenses reasonably incurred by any of Section 15 of the 1933 Act, against them in connection with any loss, liability, damages, claim or expense (including the reasonable cost in connection with any action, suit or proceeding to which any of investigating them may be a party, which arises out of or defending is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged lossmisrepresentation or omission to state a material fact, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon on the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares or Creation Units, and alleging a wrongful act part of the Distributor or any agent or employee of its employees the Distributor or alleging that any other person for whose acts the registration statement, prospectus, shareholder reports Distributor is responsible or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required is alleged to be stated or necessary in order to make the statements not misleadingresponsible, insofar as the statement unless such misrepresentation or omission was made in reliance upon and in conformity with written information furnished to by the Trust by or on behalf of the Distributor. In Trust, PROVIDED, that in no case (i) is the indemnity of the Distributor event shall anything contained in favor of the Trust or any other person indemnified to this Agreement be deemed construed to protect the Trust or any other such person against any liability to which the Trust 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. The Distributor also agrees likewise to indemnify and hold harmless the Trust and each such person in connection with any claim or in connection with any action, suit or (ii) proceeding which arises out of or is alleged to arise out of the Distributor Distributor's failure to be liable under its indemnity agreement contained in this paragraph exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, employee benefit and other plans for shares. The term "expenses" includes amounts paid in satisfaction of judgments or in settlements which are made with the Distributor's consent. The foregoing rights of indemnification shall be in addition to any claim made against other rights to which the Trust or any person indemnified unless the Trust or person, as the case a Trustee 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitslaw.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust reasonably does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers 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 Trust’s’ Shares prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or Creation Unitsindemnifying 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 Contract.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust Fund and each of its Trustees directors and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust 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 Trust Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust Fund or any other person indemnified to be deemed to protect the Trust Fund or any other person against any liability to which the Trust 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 Trust Fund or any person indemnified unless the Trust Fund or person, as the case may behe, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first fist written notification giving information of the nature of the claim shall have been served upon the Trust Fund or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsFund's' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees ------------------------ that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers Trustees, officers, employees and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Trust harmless from and against any and all actual losses, expenses, and liabilities (including reasonable attorneys’ fees) that the Trust may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ ’s Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 Trust 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 or Creation Units, 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 report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor’s indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust or any person against whom the such action is brought otherwise than on account of its the Distributor’s indemnity agreement contained in this paragraphthe Paragraph. 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 ejects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Trust, 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 Trust, 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 Trust 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statementTrust's Registration Statement, prospectusprospectuses, shareholder Shareholder reports or other information filed or made public by the Trust (as from time to time amended) relating to the Clover Funds 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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust's agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Stamford, Connecticut, 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 15. 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust'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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees trustees and officers and each person, if any, who controls the Trust 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 expense, and reasonable counsel fees and disbursements incurred in connection therewith) ), including claims of third parties, based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares or Creation UnitsShares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or alleging sales representatives, or (ii) that the registration statementRegistration Statement, prospectusProspectuses, Statements of Additional Information, shareholder reports or other information filed or made public by the Trust (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 any such statements or omission was omissions were made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, misfeasance or bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of failure to exercise due care in rendering its obligations services and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph section with respect to any claim made against the Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust or any person against whom the action is brought otherwise than on account of on its indemnity agreement contained in this paragraphsection. 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 legal counsel chosen by the Distributor and satisfactory to the indemnified defendants 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 ActAct (each, a “Trust Indemnified Party”), 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified Trust Indemnified Party to be deemed to protect the Trust or any other person Trust Indemnified Party against any liability to which the Trust or such other person Trust Indemnified Party 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 Trust or any person indemnified Trust Indemnified Party unless the Trust or personTrust Indemnified Party, 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 Trust or upon any person Trust Indemnified Party (or after the Trust or such person Trust Indemnified Party 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 Trust or any person Trust Indemnified Party 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’sTrusts’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former Trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 Trust 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust's or such person's duties or by reason of its reckless disregard of its the Trust'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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 Trust, 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 Trust, 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 Trust and the persons indemnified as 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust or person, as the case may behe, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first fist written notification giving information of the nature of the claim shall have been served upon the Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the DistributorDistributor or for which the Distributor had responsibility to verify. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees present or former Trustees, officers, employees and officers representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, Securities 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 Trust or any such person may become subject under the Securities 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 with respect to any claim made against the Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 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 Trust or to the persons indemnified defendants whose approval shall not be unreasonably withheldpursuant to the foregoing paragraph. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the defendants in Trust or the suit persons indemnified pursuant to the foregoing paragraph 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 Trust and the persons indemnified defendants in pursuant to the suit foregoing paragraph for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 17. 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust Fund and each of its Trustees directors and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust 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 Trust Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust Fund or any other person indemnified to be deemed to protect the Trust Fund or any other person against any liability to which the Trust 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 Trust Fund or any person indemnified unless the Trust Fund or person, as the case may behe, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first fist written notification giving information of the nature of the claim shall have been served upon the Trust Fund or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the TrustFund’s’ Shares or Creation Units' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees directors and officers and each person, if any, who controls the Trust 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 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 or Creation UnitsShares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or alleging sales representatives, or (ii) that the registration statementRegistration Statement, prospectusProspectuses, Statements of Additional Information, shareholder reports or other information filed or made public by the Trust (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 any such statements or omission was omissions were made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, misfeasance or 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 Agreementduties, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph section with respect to any claim made against the Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust or any person against whom the action is brought otherwise than on account of on its indemnity agreement contained in this paragraphsection. 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 legal counsel chosen by the Distributor and satisfactory to the indemnified defendants 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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, misleading insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person with respect to any claim made against the Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 its 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 ActAct (each, a “Trust Indemnified Party”), 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified Trust Indemnified Party to be deemed to protect the Trust or any other person Trust Indemnified Party against any liability to which the Trust or such other person Trust Indemnified Party 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 Trust or any person indemnified Trust Indemnified Party unless the Trust or personTrust Indemnified Party, 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 Trust or upon any person Trust Indemnified Party (or after the Trust or such person Trust Indemnified Party 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 Trust or any person Trust Indemnified Party 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 legal counsel chosen by the Distributor and satisfactory to the indemnified defendants in the suit 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 indemnified defendants in the suit shall bear the fees and expenses of any additional legal counsel retained by themthe indemnified defendants. 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’sTrusts’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 17. 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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) that the Trust, its officers or Trustees or any such controlling person, may reasonably 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 Trust, its officers or Trustees or such controlling person resulting from such claims or demands shall directly 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 or Creation Units, 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 Trust (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 Trust specifically for use in the Registration Statement or omitted the Prospectus or shall directly 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 Trust’s agent that has not been expressly authorized by the Trust by in writing, and (c) any claim, action, suit or on behalf proceeding that 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise an officer or a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust or such controlling person, as the case may be, which notification shall have notified be given by letter or facsimile addressed to the Distributor at its principal office (currently 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 Trust or upon any person (or after the Trust 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 that it may have to the Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees Directors and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, against any loss, liabilityand all losses liabilities, 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 Trust 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 or Creation Units, 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 report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsSection.

Indemnification of Trust. The Distributor covenants and ------------------------ agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and PFDCO agrees that it will to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter be, a Trustee of its Trustees and officers and each person, if any, who controls the Trust within the meaning against expenses reasonably incurred by any of Section 15 of the 1933 Act, against them in connection with 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 with any action, suit or proceeding to which any other statute of them may be a party, which arises out of or common law and arising by reason is alleged to arise out of any person acquiring any Shares misrepresentation or Creation Units, 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 Trust (as from time to time amended) included an untrue statement of a material fact or omitted omission to state a material fact required fact, or out of any alleged misrepresentation or omission to state a material fact, on the part of PFDCO or any agent or employee of PFDCO or any other person for whose acts PFDCO is responsible or is alleged to be stated or necessary in order to make the statements not misleadingresponsible, insofar as the statement unless such misrepresentation or omission was made in reliance upon and in conformity with written information furnished to by the Trust by or on behalf of the Distributor. In Trust, PROVIDED, that in no case (i) is the indemnity of the Distributor event shall anything contained in favor of the Trust or any other person indemnified to this Agreement be deemed construed to protect the Trust or any other such person against any liability to which the Trust 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. PFDCO also agrees likewise to indemnify and hold harmless the Trust and each such person in connection with any claim or in connection with any action, suit or (ii) proceeding which arises out of or is the Distributor alleged to be liable under its indemnity agreement contained in this paragraph arise out of PFDCO'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. The term "expenses" includes amount paid in satisfaction of judgments or in settlements which are made with PFDCO's consent. The foregoing rights of indemnification shall be in addition to any claim made against other rights to which the Trust or any person indemnified unless the Trust or person, as the case a Trustee 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitslaw.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 Trust 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 or Creation Units, 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 report or other information covering Shares filed or made public by the Trust (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 but if and only if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust by the Distributor for the specific purpose of inclusion in such registration statement, prospectus, shareholder report or on behalf of the Distributorother information. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other of such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust or such person, as the case may be, shall have notified the Distributor in writing of for 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 Trust or upon any such person (or after the Trust 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 Trust 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 endorse 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 Trust and to the defendant or defendants whose approval shall not be unreasonably withheldwho are entitled to such indemnification. In the event that the Distributor elects to assume the defense of any suit and retain legal counsel, the Trust and the defendant or defendants in the suit who are entitled to such indemnification, 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 Trust and the defendant or defendants in the suit entitled to such indemnification for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units’s Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify ------------------------ and hold harmless the Trust and each of its Trustees present or former Trustees, officers, employees and officers representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 l5 of the 1933 Act, 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 Trust 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 Trust or to the persons indemnified defendants whose approval shall not be unreasonably withheldpursuant to the foregoing paragraph. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the defendants in Trust or the suit persons indemnified pursuant to the foregoing paragraph, 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 Trust and the persons indemnified defendants in pursuant to the suit foregoing paragraph for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees present or former Trustees, officers, employees and officers representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 l5 of the 1933 Act, 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 Trust 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 Trust or to the persons indemnified defendants whose approval shall not be unreasonably withheldpursuant to the foregoing paragraph. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the defendants in Trust or the suit persons indemnified pursuant to the foregoing paragraph, 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 Trust and the persons indemnified defendants in pursuant to the suit foregoing paragraph for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants Subject to the limitations set forth in this section, and agrees that it will indemnify provided the Trust has exercised reasonable customary care in the performance of its duties under this Agreement, the Transfer Agent shall indemnify, defend, and hold harmless the Trust against all loss, damage, and each liability, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by the Trust in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, before any court or administrative or legislative body, related to or resulting from this Agreement or the performance of services hereunder, except with respect to any matter as to which it has been determined that the loss, damage, or liability is a direct result of willful misfeasance, bad faith, gross negligence, or reckless disregard on the part of the Trust in the performance of its Trustees and officers and each person, if any, who controls duties or from reckless disregard by it of its duties under this Agreement (“Disabling Conduct”). A determination that the Trust within is entitled to indemnification may be made by (i) a final decision on the meaning merits by a court or other body before whom the proceeding was brought that the Trust was not liable by reason of Section 15 Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against the Trust for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the 1933 Actfacts, against any lossthat the Trust was not liable by reason of Disabling Conduct by an independent legal counsel approved by the Transfer Agent. Expenses, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense accountants’ and reasonable counsel fees so incurred by the Trust (but excluding amounts paid in connection therewithsatisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by Trust to which the conduct in question related in advance of the final disposition of any such action, suit or proceeding; provided, that the Trust shall have undertaken to repay the amounts so paid unless it is ultimately determined that it is entitled to indemnification of such expenses under this section and if (i) based upon the 1933 Act or any other statute or common law and Trust shall have provided security for such undertaking, (ii) the Transfer Agent shall be insured against losses arising by reason of any person acquiring any Shares lawful advances, or Creation Units(iii) an independent legal counsel in a written opinion, and alleging shall have determined, based on a wrongful act review of the Distributor or any of its employees or alleging readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the registration statement, prospectus, shareholder reports or other information filed or made public Trust ultimately will be entitled to indemnification hereunder. As to any matter disposed of by a compromise payment by the Trust (as referred to in this section, pursuant to a consent decree or otherwise, no such indemnification either for said payment or for any other expenses shall be provided unless such indemnification shall be approved by an independent legal counsel in a written opinion. Approval by the independent legal counsel shall not prevent the recovery from time to time amended) included an untrue statement the Trust 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 any amount paid to the Trust by or on behalf in accordance with either of the Distributor. In no case (i) is the indemnity of the Distributor in favor such clauses as indemnification of the Trust is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that the Trust’s action was in or any other person indemnified not opposed to be deemed the best interests of the Transfer Agent or to protect have been liable to the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject Transfer Agent by reason of willful misfeasance, bad faith faith, gross negligence, or gross negligence in the performance of its duties or by reason of its reckless disregard of the duties involved in its obligations conduct under the Agreement. The right of indemnification provided by this section shall not be exclusive of or affect any of the rights to which the Trust may be entitled. Nothing contained in this section shall affect any rights to indemnification to which directors, officers, or other personnel of the Transfer Agent, and duties other persons may be entitled by contract or otherwise under law, nor the power of the Transfer Agent to purchase and maintain liability insurance on behalf of any such person. The Transfer Agent shall take all such action as may be necessary and appropriate to authorize the Transfer Agent hereunder to pay the indemnification required by this section including, without limitation, to the extent needed, to determine whether the Trust is entitled to indemnification hereunder and the reasonable amount of any indemnity due it hereunder, or employ independent legal counsel for that purpose. The provisions contained in section shall survive the expiration or other termination of this Agreement, or (ii) is shall be deemed to include and protect the Distributor to be liable under Transfer Agent and its indemnity agreement contained in this paragraph with respect to any claim made against the Trust or any person indemnified unless the Trust or persondirectors, as the case may beofficers, employees, and agents and 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 Trust or upon any person (or after the Trust 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 inure to the Trust or any person against whom the action is brought otherwise than on account benefit of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participateits/their respective successors, at its own expenseassigns, 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitspersonal representatives.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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) that the Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust by in writing, and (c) any claim, action, suit or on behalf proceeding that 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise an officer or a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust or such controlling person, as the case may be, which notification shall have notified be given by letter or facsimile addressed to the Distributor at its principal office (currently 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 Trust or upon any person (or after the Trust 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 that it may have to the Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable Distribution Contract judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former Trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 Trust 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust's or such person's duties or by reason of its reckless disregard of its the Trust'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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 hut, 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 Trust, 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 Trust, 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 Trust 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers Trustees, officers, employees and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Trust harmless from and against any and all actual losses, expenses, and liabilities (including reasonable attorneys' fees) that the Trust may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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. Execution Copy The Distributor agrees to notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees Directors and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units’s Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers Trustees, officers, employees and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Trust harmless from and against any and all actual losses, expenses, and liabilities (including reasonable attorneys’ fees) that the Trust may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ ’s Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 2 of the 1933 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 Trust 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 or Creation Units, 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 report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor’s indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsSection.

Indemnification of Trust. The Distributor covenants and ------------------------- agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees directors and officers and each person, if any, who controls the Trust 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 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 or Creation UnitsShares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or alleging sales representatives, or (ii) that the registration statementRegistration Statement, prospectusProspectuses, Statements of Additional Information, shareholder reports or other information filed or made public by the Trust (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 any such statements or omission was omissions were made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, misfeasance or 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 Agreementduties, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph section with respect to any claim made against the Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust or any person against whom the action is brought otherwise than on account of on its indemnity agreement contained in this paragraphsection. 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 legal counsel chosen by the Distributor and satisfactory to the indemnified defendants 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units’s Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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. Aptus The Distributor agrees to notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust or person, as the case may behe, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first fist written notification giving information of the nature of the claim shall have been served upon the Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units’s Shares.

Indemnification of Trust. The Co-Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former Trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 Trust 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 or Creation Units, and alleging a wrongful act of by the Co-Distributor or any of its the Co-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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Co-Distributor. In no case (i) is the Co-Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust's or such person's duties or by reason of its reckless disregard of its the Trust's or such person's obligations and duties under this Agreement, Agreement or (ii) is the Co-Distributor to be liable under its indemnity agreement contained in this paragraph Paragraph with respect to any claim made against the Trust or any person indemnified unless the Trust or such person, as the case may be, shall have notified the Co-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 Trust or upon any person (or such p(or after the Trust or such person shall have received notice of such service on any designated agent). However, failure to notify the Co-Distributor of any such claim shall not relieve the Distributor Co-Distribu from any liability which it the Co-Distributor may have to the Trust or any person against whom the such action is brought otherwise than on account of its the Co-Distributor's indemnity agreement contained in this paragraphParagraph. The Co-Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Co-Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Co-Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Co-Distributor and satisfactory to the Trust, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Co-Distributor elects to assume the defense of any such suit and retain such legal counsel, the Trust, 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 Co-Distributor does not elect to assume the defense of any such suit, it the Co-Distributor will reimburse the Trust 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 Co-Distributor agrees to promptly notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers Trustees, officers, employees and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Trust harmless from and against any and all actual losses, expenses, and liabilities (including reasonable attorneys’ fees) that the Trust may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ 's Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will shall indemnify and hold harmless the Trust and each of its Trustees and officers present or former Trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 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 or expense and reasonable legal counsel fees incurred in connection therewith) to which the Trust 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 any willful misfeasance, bad faith, negligence, gross negligence or any other statute or common law reckless disregard of its duties and arising obligations under this Agreement by reason of any person acquiring any Shares or Creation Units, and alleging a wrongful act of 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, prospectusProspectus, shareholder reports report or other information covering Shares filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact Trust, 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 if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified hereunder, to be deemed to protect the Trust or any such other indemnified person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, negligence, or gross negligence in the performance of its the Trust's or such other person's duties or by reason of its reckless disregard of its the Trust's or such other person's obligations and duties under this AgreementAgreement (as determined by a final judgement on the merits by a court of competent jurisdiction or, in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnified person did not engage in such conduct by a vote of a majority of a quorum of the Trustees who are neither "interested persons" of the Trust as defined in the 1940 Act nor parties to the proceeding, or an independent legal counsel in a written opinion) or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Trust or any other person indemnified unless the Trust or such other 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 Trust or upon any such other person (or after the Trust or such other 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 Trust or any other person against whom the such action is brought (i) if any such failure did not result in any prejudice to the Distributor, or (ii) 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 defense, or, if it the Distributor so elects, to assume the defense defense, of any suit brought to enforce the any such claim, but if the Distributor elects to assume the defense, the defense such defenses shall be conducted by legal counsel chosen by the Distributor and reasonably satisfactory to the Trust and to the other persons indemnified as defendant or defendants whose approval shall not be unreasonably withheldin ths suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Trust and the other persons indemnified as 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 will the Distributor shall reimburse the Trust and the other persons indemnified hereunder as defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to shall promptly notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or other proceedings against it or any of its officers directors, officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 Trust or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out o 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 or Creation Units, 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 report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 endorse 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 Trust and to the defendant or defendants whose approval shall not be unreasonably withheldwho are entitled to such indemnification. In the event that the Distributor elects to assume the defense of any suit and retain legal counsel, the Trust and the defendant or defendants in the suit who are entitled to such indemnification, 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 Trust and the defendant or defendants in the suit entitled to such indemnification for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Stamford, Connecticut, 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, against any loss, liability, damagesclaim, claim damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damagesclaim, claim damages 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 or Creation UnitsShares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectusprospectuses, statements of additional information, shareholder reports or other information filed or made public by the Trust (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. However, insofar as the Distributor does not agree to indemnify the Trust or hold it harmless to the extent that a statement or omission was made in reliance upon upon, and in conformity with with, information furnished to the Trust Distributor by or on behalf of the DistributorTrust. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Article with respect to any claim made against the Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust or any person against whom under this Article unless such failure has a material adverse effect on the action is brought otherwise than on account of its indemnity agreement contained in this paragraphTrust's ability to defend the claim. 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 legal counsel chosen by the Distributor and satisfactory to the indemnified defendants in the suit 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 indemnified 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 suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by themthe indemnified defendants. The Distributor agrees to notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statementTrust's Registration Statement, prospectusprospectuses, shareholder Shareholder reports or other information filed or made public by the Trust (as from time to time amended) relating to the Clover Portfolios 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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers Trustees, officers, employees and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 ActAct (each, a "Distributor Indemnitee" and, collectively, the "Distributor Indemnitees"), 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) Losses based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Distributor Indemnitees harmless from and against any and all Losses that a Distributor Indemnitee may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified Distributor Indemnitee to be deemed to protect the Trust or any other person Distributor Indemnitee against any liability to which the Trust 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 Article 8 with respect to any claim made against the Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers Trustees, officers, employees and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Trust harmless from and against any and all actual losses, expenses, and liabilities (including reasonable attorneys' fees) that the Trust may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees trustees and officers and each person, if any, who controls the Trust 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 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 or Creation UnitsShares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or alleging sales representatives, or (ii) that the registration statementRegistration Statement, prospectusProspectuses, Statements of Additional Information, shareholder reports or other information filed or made public by the Trust (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 any such statements or omission was omissions were made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, misfeasance or bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of failure to exercise due care in rendering its obligations services and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph section with respect to any claim made against the Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust or any person against whom the action is brought otherwise than on account of on its indemnity agreement contained in this paragraphsection. 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 legal counsel chosen by the Distributor and satisfactory to the indemnified defendants 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust Trust, on behalf of a 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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ ’s Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (as 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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the protect-the-Trust or any other person against against-any liability to which the Trust 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 Trust or any person indemnified unless the Trust or person, as the case may be, shall have notified the Distributor in writing of the claim within 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal counsel retained by them. If the Distributor does not riot 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Tru st against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former Trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 Trust 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust's or such person's duties or by reason of its reckless disregard of its the Trust'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 Trust or any person indemnified unless the Trust or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the 3 summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust or upon any such person (or after the Trust 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 Trust 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 Trust, 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 Trust, 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 Trust 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees present or former Trustees, officers, employees and officers representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 l5 of the 1933 Act, 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 Trust 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 Trust or to the persons indemnified defendants whose approval shall not be unreasonably withheldpursuant to the foregoing paragraph. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the defendants in Trust or the suit persons indemnified pursuant to the foregoing paragraph, 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 Trust and the persons indemnified defendants in pursuant to the suit foregoing paragraph for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust’s agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise an officer or Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust or such controlling person, as the case may bewhich notification shall be given by letter, shall have notified telegram or facsimile addressed to the Distributor at its principal office (currently in writing of Stamford, Connecticut), 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 l5 of the 1933 Act, 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 Trust 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 or Creation Units, 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 report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 Trust, 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 Trust, 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 Trust 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (as from time to time amended) included an alleged untrue statement of a material fact contained in information furnished by the Distributor to the Trust 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 Trust's agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 any claim made being notified of an action brought against the Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Stamford, Connecticut, 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 15. 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 themthe Trust or them in the reasonable discretion of the Trust or the Trust's officers and trustees or the controlling person or persons. 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 Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust'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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation and proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, against any loss, liabilityand all losses liabilities, 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 Trust 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 or Creation Units, 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 report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor’s indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 that has been served upon the Trust or upon any such person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsSection.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Securities 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 Securities Act or any other statute or common law and arising by reason of any person acquiring any Shares or Creation Unitsshares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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. Tortoise Index Solutions, LLC The Distributor agrees to notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor Placement Agent covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Securities 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 Securities Act or any other statute or common law and arising by reason of any person acquiring any Shares or Creation UnitsShares, and alleging a wrongful act of the Distributor Placement Agent or any of its employees or alleging that the registration statement, prospectusPPM, shareholder reports or other information filed or made public by the Trust (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 Trust by or on behalf of the DistributorPlacement Agent. In no case (i) is the indemnity of the Distributor Placement Agent in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Placement Agent to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Trust or any person indemnified unless the Trust or person, as the case may be, shall have notified the Distributor Placement Agent 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 Trust or upon any person (or after the Trust or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor Placement Agent of any claim shall not relieve the Distributor Placement Agent from any liability which it may have to the Trust or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor Placement Agent 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 Placement Agent elects to assume the defense, the defense shall be conducted by legal counsel chosen by the Distributor Placement Agent and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor Placement Agent 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 legal counsel retained by them. If the Distributor Placement Agent 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 Placement Agent agrees to notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter be a Trustee, officer, employee, shareholder or control person of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 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 or any other statute or common law and arising by reason of any person acquiring any Shares or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of Distributor's willful misfeasance, bad faith faith, negligence 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 and (ii) any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, 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 written information furnished by the Trust. Distributor likewise agrees to be liable under its indemnity agreement contained indemnify and hold harmless the Trust and each such person in this paragraph 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 claim made against 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 foregoing rights of indemnification shall be in addition to any other rights to which the Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitslaw.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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. Diamond Hill 4 The Distributor agrees to notify the Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, against any actual 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. Without limiting the generality of the foregoing, Distributor shall indemnify and hold the Trust harmless from and against any and all actual claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by Distributor as a result of Distributor ’ refusal or failure to comply with the terms of this Agreement, breach of this Agreement, or from its bad faith, fraud, gross negligence, or willful misconduct in the performance of its duties under this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s directors, trustees, officers and employees. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, fraud, 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers Trustees, officers, employees and each person, if any, who controls the Trust 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 therewithi) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor, or (ii) arising out of any breach by the Distributor of any term of this Agreement and any representation, warranty or covenant made by the Distributor in this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. Execution Version 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ ’s Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will to indemnify and hold harmless the Trust and each of its Trustees and officers present or former Trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, 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 or expense and reasonable legal counsel fees incurred in connection therewith) to which the Trust 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 or Creation Units, 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, Prospectus, shareholder reports report or other information covering Shares filed or made public by the Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Trust Trust, or any other person indemnified to be deemed to protect the Trust or any other such indemnified person against any liability to which the Trust 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 Trust's or such person's duties or by reason of its reckless disregard of its the Trust'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 Trust or any person indemnified unless the Trust 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 Trust or upon any such person (or after the Trust 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 Trust 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 Trust, 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 Trust, 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 or the Trust does not approve counsel chosen by the Distributor, the Distributor will reimburse the Trust and the persons indemnified as 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers directors, officers, employees or representatives in connection with the issue and or sale of any of the Trust’s’ Shares or Creation UnitsShares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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) that the Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust specifically for use in the Registration Statement or omitted 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 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 Trust’s agent that has not been expressly authorized by the Trust by in writing, and (c) any claim, action, suit or on behalf proceeding that 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise an officer or a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust or such controlling person, as the case may be, which notification shall have notified be given by letter or facsimile addressed to the Distributor at its principal office (currently 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 Trust or upon any person (or after the Trust 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 that it may have to the Trust Trust, 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 15. 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (as from time to time amended) included an alleged untrue statement of a material fact contained in information furnished by the Distributor to the Trust 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 Trust's agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 any claim made being notified of an action brought against the Trust Trust, its officers or Trustees or any person indemnified unless the Trust 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 Stamford, Connecticut, 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 15. 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust'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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or litigation and proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.shares

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 arising: (i) by reason of any person acquiring any Shares or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor, or (ii) by reason of the Distributor's willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the Distributor's reckless disregard of its obligations and duties under this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Adviser, the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust or the Adviser (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 Trust or the Adviser by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units.. ETF - 2014

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify indemnity and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (as a- from time to time amended) included an untrue statement of a material fact tact or omitted to state a material fact tact 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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after alter the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust or upon any person (or after the Trust 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 ft may have to the Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees ------------------------ that it will indemnify and hold harmless the Trust and each of its Trustees Directors and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Units's Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify to indemnify, defend and hold harmless the Trust Trust, its officers and each of its Trustees and officers and each person, if any, any person who controls the Trust 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 Trust, 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 Trust, 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 or Creation Units, 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 Trust (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 Trust 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 Trust's agent that has not been expressly authorized by the Trust 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 Trust or addition to any other person indemnified to be deemed to protect the Trust or any other person against any liability rights to which the Trust or such other person would otherwise a Trustee 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 Trust Trust, its officers or Trustees or any person indemnified unless the Trust or such controlling person, as the case may be, which notification shall have notified be given by letter or telegram 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 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 Trust or upon any person (or after the Trust 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 Trust Trust, 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 15. 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 Trust 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 Trust, 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 legal 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 Trust, the defendant or defendants in the such suit shall bear the fees and expenses of any additional legal 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 Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the indemnified Trust, 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 Trust or them. In addition, the Trust 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 Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, 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. 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 the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust'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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Unitsshares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust (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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 is 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation UnitsTrusts' Shares.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust 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 or Creation Units, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder Unitholder reports or other information filed or made public by the Trust (as from time to time 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 Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful wilful 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 Trust or any person indemnified unless the Trust 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 Trust or upon any person (or after the Trust 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 Trust 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 legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably unreasonable withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the 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 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Trust’s’ Shares or Creation Trusts' Units.

Indemnification of Trust. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust Fund and each of its Trustees directors and officers and each person, if any, who controls the Trust 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 or Creation UnitsShares, 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 Trust 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 Trust Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust Fund or any other person indemnified to be deemed to protect the Trust Fund or any other person against any liability to which the Trust 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 Trust Fund or any person indemnified unless the Trust Fund or person, as the case may behe, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first fist written notification giving information of the nature of the claim shall have been served upon the Trust Fund or upon any person (or after the Trust 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 Trust 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 legal 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 legal 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 Trust promptly of the commencement of any litigation, regulatory action (including an investigation) litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the TrustFund’s’ Shares or Creation UnitsShares.