Common use of Indemnification Clause in Contracts

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors and each of its directors and officers and each person, if any, who controls Distributors within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it 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 Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors and each of its directors and officers and each person, if any, who controls Distributors within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of wilful 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it 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 Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

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

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer 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 Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Distributor, it 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 Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors and each of its directors and officers and each person, if any, who controls Distributors within 7.1 Neither the meaning of Section 15 Member nor any Authorized Representative or other agent of the 1933 Act Company and no employee, representative, agent, member or Affiliate of the Member (“Covered Persons”) shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees claim incurred in connection therewith) arising by reason of any person acquiring act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any sharessuch loss, based damage or claim incurred by reason of such Covered Person’s willful misconduct. 7.2 To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s willful misconduct with respect to such acts or omissions. 7.3 A Covered Person shall be fully protected in relying in good faith upon the ground that records of the registration statementCompany and upon such information, Prospectusopinions, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors or hold it harmless presented to the extent that Company by any Person as to matters the statement Covered Person reasonably believes are within such other Person’s professional or omission was made in reliance upon, expert competence and in conformity with, information furnished to the Issuer who has been selected with reasonable care by or on behalf of Distributors. In no case (i) is the indemnity Company, including information, opinions, reports or statements as to the value and amount of the Issuer in favor of Distributors assets, liabilities, or any person indemnified other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be deemed paid. 7.4 To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to protect Distributors the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any person against approval or authorization granted by the Company or any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason other Covered Person. The provisions of 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, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or (ii) is the Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or personequity, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public are agreed by the Issuer (as from time Member to time amended) included an untrue statement replace such other duties and liabilities 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 Issuer by or on behalf such Covered Person. 7.5 The foregoing provisions of Distributors. In no case (i) is the indemnity this Article VII shall survive any termination of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it 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 Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Principal Underwriter and each of its directors trustees and officers and each person, if any, who controls Distributors the Principal Underwriter within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages damages, or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense expenses and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground grounds that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Principal Underwriter or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Principal Underwriter. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Principal Underwriter or any person indemnified to be deemed to protect Distributors the Principal Underwriter or any person against any liability to the Issuer Fund or its security holders to which Distributors the Principal Underwriter or such person would otherwise be by subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this paragraph Section with respect to any claim made against Distributors the Principal Underwriter or any other person indemnified unless Distributors the Principal Underwriter or person, as the case may be, such other person shall have notified the Issuer Fund 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 Distributors the Principal Underwriter or any such person (or after Distributors the Principal Underwriter or such the person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors the Principal Underwriter or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit such action brought to enforce any claims, but if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Principal Underwriter or officers or trustees or controlling person or persons, persons or defendant or defendants in the suit. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Principal Underwriter, officers or directors trustees or controlling person or persons, persons or defendant or defendants in the suit, suit shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Principal Underwriter, officers or directors trustees or controlling person or persons, persons or defendant or defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Principal Underwriter promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees directors in connection with the issuance or sale of any of the sharesShares. Distributors The Principal Underwriter also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members trustees and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Principal Underwriter or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 Issuer Fund by or on behalf of Distributorsthe Principal Underwriter. In no case (i) is the indemnity of Distributors the Principal Underwriter in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any such person against any liability to which the Issuer Fund or such 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 Distributors the Principal Underwriter to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Principal Underwriter 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 Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Principal Underwriter of any claim shall not relieve Distributors the Principal Underwriter from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Principal Underwriter, it 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 Distributors the Principal Underwriter elects to assume the defense, defense the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board trustees and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors the Principal Underwriter elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling persons, defendant persons or defendants in the suit, suit shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Principal Underwriter does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board trustees or controlling person or persons, persons or defendant or defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them. Distributors The Principal Underwriter agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesShares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer 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 Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Distributor, it 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 Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer Subject to the limitations set forth in Paragraph 12 below, each Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Securities Act, against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damage or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer any Fund (as from time to 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 under the 1933 Act, Securities Act or any other statute or the common law. However, the Issuer each Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer it by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer any Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer a Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer a Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer applicable Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer a Fund of any claim shall not relieve the Issuer that Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Each Fund 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 any claims, but and if the Issuer a Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitsuch Fund. In the event the Issuer a Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer a Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Each Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will to indemnify and hold harmless the Issuer Trust and each Fund, the Managing Owner, and each of its Board members and officers their respective officers, representatives or agents and each person, if any, who controls the Issuer Trust and each Fund or the Managing Owner within the meaning of Section 15 of the 1933 ActSecurities Act (each, an “Indemnified Party”), against any loss, liability, damagesclaim, claim damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damagesclaim, claim damage or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the 1933 Securities Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (as from time to 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 with, information furnished to the Issuer such Fund or Managing Owner by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified Indemnified Party to be deemed to protect the Issuer or any person such party against any liability to which the Issuer or such person 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified Indemnified Party unless the Issuer or person, as the case may be, such Indemnified Party shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer or any such person Indemnified Party (or after the Issuer or such person Indemnified Party shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person Indemnified Party against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 any claims, and if the claim, but if Distributors Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerIndemnified Party, to its officers and Board and to any controlling person person(s), or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Indemnified Party or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerIndemnified Party, officers and Board or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Indemnified Party promptly of the commencement of any litigation or proceedings proceeding against it in connection with the issue Indemnified Party and sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors trustees and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damagesdamage, or expense and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 therein, in light of the circumstances under which they were made, not misleading under the 1933 Act, Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors Fund in favor of the Issuer Distributor or any person indemnified to be deemed to protect the Issuer Distributor or any person against any liability to the Fund or its securityholders to which the Issuer Distributor or such 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 Distributors the Fund to be liable under its indemnity agreement contained in this paragraph Section with respect to any claim made against the Issuer Distributor or any person indemnified unless the Issuer Distributor or person, as the case may be, any such person shall have notified Distributors the Fund 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 Issuer Distributor or any such person (or after the Issuer Distributor or such the person shall have received notice of service on any designated agent). However, failure to notify Distributors the Fund of any claim shall not relieve Distributors the Fund from any liability which it may have to the Issuer Distributor or any person against whom the such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it The Fund shall be entitled to participate, participate at its own expense, expense in the defense defense, or, if it so elects, to assume the defense defense, of any suit brought to enforce the claimany claims, but if Distributors the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling Distributor or person or persons, defendant or defendants in the suit. In the event that Distributors the Fund elects to assume the defense of any suit and retain counsel, the Issuer Distributor, officers or trustees or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Fund does not elect to assume the defense of any suit, it will reimburse the IssuerDistributor, officers and Board or trustees or controlling person or persons, defendant or defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them. Distributors The Fund agrees to notify the Issuer Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and issuance or sale of any of the shares.Shares. The Distributor also covenants and agrees that it will indemnify and hold harmless the Fund and each of its trustees and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act against any loss, liability, damage, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damage, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any Shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging that the registration statement, Prospectus, shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, insofar as the statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any person indemnified to be deemed to protect the Fund or any such person against any liability to which the Fund or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligation and duties under this Amended Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground grounds that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer Fund (as from time to time amended) included an alleged untrue statement of a material fact or omitted to state alleged omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case case: (i) is the indemnity of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit litigation or proceeding brought to enforce any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit litigation or proceeding and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants and any other defendant(s) in the suitlitigation or proceeding, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suitlitigation or proceeding, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s), or persons, defendant or defendants any other defendant(s) in the suit, suit covered by the indemnification set forth in this Agreement for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers officers, directors or trustees controlling person(s) in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members and officers officers, trustees and each person, if any, who controls control the Issuer Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of of: (i) any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging alleging: (a) any wrongful act of Distributors the Distributor or any of its employees; or (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or alleging that the registration statement, Prospectusprospectus, Statement or statement of Additional Information, shareholder reports or other additional information filed or made public by the Issuer (as from time to time amended) included an alleged untrue statement of a material fact or omitted to state an alleged omission of 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 with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case case: (i) is the indemnity of Distributors the Distributor in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit litigation or proceeding brought to enforce the claim, but and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants any other defendant(s) in the suitsuit covered by the indemnification set forth in this Agreement. In the event that Distributors the Distributor elects to assume the defense of any suit litigation or proceeding and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants and any other defendant(s) in the suitlitigation or proceeding, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suitlitigation or proceeding, it will reimburse the IssuerFund, officers and Board or controlling person person(s), or persons, defendant or defendants any other defendant(s) in the suitlitigation or proceeding covered by the indemnification set forth in this Agreement, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings proceeding against it it, its officers, its directors or its controlling person(s) in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund 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 any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members and officers and each person, if any, who controls the Issuer Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. The Issuer Subject to the limitations set forth in Paragraph 12 below, the Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Securities Act, against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damage or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer Fund (as from time to 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 under the 1933 Act, Securities Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer it by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer a Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer a Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer a Fund of any claim shall not relieve the Issuer that Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund 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 any claims, but and if the Issuer a Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitsuch Fund. In the event the Issuer a Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer a Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will to indemnify and hold harmless the Issuer Fund, the Managing Owner, and each of its Board members and officers their respective officers, representatives or agents and each person, if any, who controls the Issuer Fund or the Managing Owner within the meaning of Section 15 of the 1933 ActSecurities Act (each, an “Indemnified Party”), against any loss, liability, damagesclaim, claim damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damagesclaim, claim damage or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the 1933 Securities Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (as from time to 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 with, information furnished to the Issuer such Fund or Managing Owner by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified Indemnified Party to be deemed to protect the Issuer or any person such party against any liability to which the Issuer or such person 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified Indemnified Party unless the Issuer or person, as the case may be, such Indemnified Party shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer or any such person Indemnified Party (or after the Issuer or such person Indemnified Party shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person Indemnified Party against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 any claims, and if the claim, but if Distributors Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerIndemnified Party, to its officers and Board and to any controlling person person(s), or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Indemnified Party or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerIndemnified Party, officers and Board or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Indemnified Party promptly of the commencement of any litigation or proceedings proceeding against it in connection with the issue Indemnified Party and sale of any of the sharesShares.

Indemnification. The Issuer Trust agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Trust does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Trust in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Trust or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Trust to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Trust in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Trust of any claim shall not relieve the Issuer Trust from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Trust 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 any claims, but and if the Issuer Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitTrust. In the event the Issuer Trust elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Trust does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Trust agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it the Trust or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each of its Board members and officers and each person, if any, who controls the Issuer Trust within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Trust or any person indemnified to be deemed to protect the Issuer Trust or any person against any liability to which the Issuer Trust or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Trust or any person indemnified unless the Issuer Trust or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Trust or any such person (or after the Issuer Trust or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Trust or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerTrust, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Trust or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerTrust, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Trust promptly of the commencement of any litigation or proceedings against it the Distributor in connection with the issue Trust and sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund 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 any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members and officers and each person, if any, who controls the Issuer Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted consulted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. The Issuer agrees Funds agree to indemnify and hold harmless Distributors the Distributor and each of its directors directors, trustees and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damagesdamage, or expense and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 therein, in light of the circumstances under which they were made, not misleading under the 1933 Act, Act or any other statute or the common law. However, the Issuer does Funds do not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer a Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors Fund in favor of the Issuer Distributor or any person indemnified to be deemed to protect the Issuer Distributor or any person against any liability to a Fund or its securityholders to which the Issuer Distributor or such 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 Distributors a Fund to be liable under its indemnity agreement contained in this paragraph Section with respect to any claim made against the Issuer Distributor or any person indemnified unless the Issuer Distributor or person, as the case may be, any such person shall have notified Distributors that Fund 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 Issuer Distributor or any such person (or after the Issuer Distributor or the person shall have received notice of service on any designated agent). However, failure to notify a Fund of any claim shall not relieve that Fund from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. Each Fund 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 any claims, but if the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Distributor or person or persons, defendant or defendants in the suit. In the event a Fund elects to assume the defense of any suit and retain counsel, the Distributor, directors, trustees or officers or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If a Fund does not elect to assume the defense of any suit, it will reimburse the Distributor, directors, trustees or officers or controlling person or persons, defendant or defendants in the suit for the reasonable fees and expenses of any counsel retained by them. Each Fund agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its Trustees or officers in connection with the issuance or sale of any of the Shares. The Distributor also covenants and agrees that it will indemnify and hold harmless the Funds and each of its Trustees and officers and each person, if any, who controls each Fund within the meaning of Section 15 of the 1933 Act against any loss, liability, damage, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damage, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any Shares, based upon the 1933 Act or any other statute or common law, alleging any 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 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 therein, in light of the circumstances under which they were made, not misleading, insofar as the statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of a Fund or any person indemnified to be deemed to protect the Fund or any such person against any liability to which the Fund or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligation 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 a Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Distributor, it shall be entitled to participate, at its own expense, in the defense defense, or, if it so elects, to assume the defense defense, of any suit brought to enforce the claim, but if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its Trustees and officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling persons, defendant or defendants in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerFund, Trustees and officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesShares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors and each of its directors and officers and each person, if any, who controls Distributors within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of wilful 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it 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 Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer in writing of the claim within with a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse the Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Distributor, it 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 Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant defendants or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant defendants or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer in writing of the claim within with a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse the Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any nay notice to Distributorsthe Distributor, it 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 toe enforce the claim, but if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant defendants or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant defendants or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer Trust agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Trust does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Trust in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Trust or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Trust to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Trust in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Trust of any claim shall not relieve the Issuer Trust from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphparagraph except to the extent that the Trust is harmed by such delay. The Issuer Trust 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 any claims, but and if the Issuer Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitTrust. In the event the Issuer Trust elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Trust does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Trust agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each of its Board members trustees and officers and each person, if any, who controls the Issuer Trust within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Trust or any person indemnified to be deemed to protect the Issuer Trust or any person against any liability to which the Issuer Trust or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Trust or any person indemnified unless the Issuer Trust or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Trust or any such person (or after the Issuer Trust or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Trust or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraphparagraph except to the extent that the Distributor is harmed by such delay. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerTrust, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Trust or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerTrust, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue Trust and sale of any of the sharesShares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors and each of its directors and officers and each person, if any, who controls Distributors within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of wilful 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it 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 Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer (a) Subject to the limitations set forth in Paragraph 12 below, the Sponsor agrees to indemnify and hold harmless Distributors the Marketing Agent and each of its directors and officers and each person, if any, who controls Distributors the Marketing Agent within the meaning of Section 15 of the 1933 Act Securities Act, against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damage or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statementRegistration Statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer Trust (as from time to 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 under the 1933 Act, Securities Act or any other statute or the common law. However, the Issuer Trust does not agree to indemnify Distributors the Marketing Agent or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer it by or on behalf of Distributorsthe Marketing Agent. In no case (i) is the indemnity of the Issuer Trust in favor of Distributors the Marketing Agent or any person indemnified to be deemed to protect Distributors the Marketing Agent or any person against any liability to the Issuer a Trust or its security holders to which Distributors the Marketing Agent or such person would otherwise be subject by reason of wilful 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 Issuer a Trust to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Marketing Agent or any person indemnified unless Distributors the Marketing Agent or person, as the case may be, shall have notified the Issuer Trust in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Marketing Agent or any such person (or after Distributors the Marketing Agent or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer a Trust of any claim shall not relieve the Issuer that Trust from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Trust 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 any claims, but and if the Issuer a Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitsuch Trust. In the event the Issuer a Trust elects to assume the defense of any suit and retain counsel, Distributorsthe Marketing Agent, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it 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 Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors Trust does not elect to assume the defense of any suit, it will reimburse the IssuerMarketing Agent, officers and Board or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. Distributors The Trust agrees to notify the Issuer Marketing Agent promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers in connection with the issue and issuance or sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Principal Underwriter and each of its directors trustees and officers and each person, if any, who controls Distributors the Principal Underwriter within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages damages, or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense expenses and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground grounds that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Principal Underwriter or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Principal Underwriter. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Principal Underwriter or any person indemnified to be deemed to protect Distributors the Principal Underwriter or any person against any liability to the Issuer Fund or its security holders to which Distributors the Principal Underwriter or such person would otherwise be by subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this paragraph Section with respect to any claim made against Distributors the Principal Underwriter or any other person indemnified unless Distributors the Principal Underwriter or person, as the case may be, such other person shall have notified the Issuer Fund 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 Distributors the Principal Underwriter or any such person (or after Distributors the Principal Underwriter or such the person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors the Principal Underwriter or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit such action brought to enforce any claims, but if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Principal Underwriter or officers or trustees or controlling person or persons, persons or defendant or defendants in the suit. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Principal Underwriter, officers or directors trustees or controlling person or persons, persons or defendant or defendants in the suit, suit shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Principal Underwriter, officers or directors trustees or controlling person or persons, persons or defendant or defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Principal Underwriter promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees directors in connection with the issuance or sale of any of the sharesShares. Distributors The Principal Underwriter also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members trustees and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Principal Underwriter or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 Issuer Fund by or on behalf of Distributorsthe Principal Underwriter. In no case (i) is the indemnity of Distributors the Principal Underwriter in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any such person against any liability to which the Issuer Fund or such 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 Distributors the Principal Underwriter to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Principal Underwriter 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 Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Principal Underwriter of any claim shall not relieve Distributors the Principal Underwriter from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Principal Underwriter, it 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 Distributors the Principal Underwriter elects to assume the defense, defense the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board trustees and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors the Principal Underwriter elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling persons, defendant persons or defendants in the suit, suit shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Principal Underwriter does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board trustees or controlling 5 person or persons, persons or defendant or defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them. Distributors The Principal Underwriter agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors trustees and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damagesdamage, or expense and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 therein, in light of the circumstances under which they were made, not misleading under the 1933 Act, Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors Fund in favor of the Issuer Distributor or any person indemnified to be deemed to protect the Issuer Distributor or any person against any liability to the Fund or its securityholders to which the Issuer Distributor or such 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 Distributors the Fund to be liable under its indemnity agreement contained in this paragraph Section with respect to any claim made against the Issuer Distributor or any person indemnified unless the Issuer Distributor or person, as the case may be, any such person shall have notified Distributors the Fund 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 Issuer Distributor or any such person (or after the Issuer Distributor or such the person shall have received notice of service on any designated agent). However, failure to notify Distributors the Fund of any claim shall not relieve Distributors the Fund from any liability which it may have to the Issuer Distributor or any person against whom the such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it The Fund shall be entitled to participate, participate at its own expense, expense in the defense defense, or, if it so elects, to assume the defense defense, of any suit brought to enforce the claimany claims, but if Distributors the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling Distributor or person or persons, defendant or defendants in the suit. In the event that Distributors the Fund elects to assume the defense of any suit and retain counsel, the Issuer Distributor, officers or trustees or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Fund does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.will

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphparagraph except to the extent that the Fund is harmed by such delay. The Issuer Fund 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 any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members trustees and officers and each person, if any, who controls the Issuer Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraphparagraph except to the extent that the Distributor is harmed by such delay. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund 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 any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors trustees or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does Fund elects not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members and respective officers and each personpersons, if any, who controls control the Issuer Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, and to its respective officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors trustees and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damagesdamage, or expense and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 therein, in light of the circumstances under which they were made, not misleading under the 1933 Act, Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors Fund in favor of the Issuer Distributor or any person indemnified to be deemed to protect the Issuer Distributor or any person against any liability to the Fund or its securityholders to which the Issuer Distributor or such 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 Distributors the Fund to be liable under its indemnity agreement contained in this paragraph Section with respect to any claim made against the Issuer Distributor or any person indemnified unless the Issuer Distributor or person, as the case may be, any such person shall have notified Distributors the Fund 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 Issuer Distributor or any such person (or after the Issuer Distributor or such the person shall have received notice of service on any designated agent). However, failure to notify Distributors the Fund of any claim shall not relieve Distributors the Fund from any liability which it may have to the Issuer Distributor or any person against whom the such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it The Fund shall be entitled to participate, participate at its own expense, expense in the defense defense, or, if it so elects, to assume the defense defense, of any suit brought to enforce the claimany claims, but if Distributors the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling Distributor or person or persons, defendant or defendants in the suit. In the event that Distributors the Fund elects to assume the defense of any suit and retain counsel, the Issuer Distributor, officers or trustees or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Fund does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.defense

Indemnification. a. The Issuer Trust agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act (each, a “Distributor Indemnified Person” and collectively, “Distributor Indemnified Persons”), against any loss, liability, claimclaims, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claimclaims, damages, damages or expense expenses and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement of Additional InformationSAI, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Trust does not agree to indemnify Distributors the Distributor Indemnified Person or hold it the Distributor Indemnified Person harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the this indemnity of the Issuer Trust in favor of Distributors or any person indemnified the Distributor Indemnified Persons to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Trust or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Trust to be liable under its this indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified Distributor Indemnified Person unless Distributors or person, as the case may be, Distributor Indemnified Person shall have notified the Issuer Trust in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Trust of any claim shall not relieve the Issuer Trust from any liability which it may have to Distributors or any person Distributor Indemnified Person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphindemnity, except to the extent that the Trust is materially harmed by such delay. The Issuer Trust 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 any claims, but and if the Issuer Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitTrust. In the event the Issuer Trust elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or the Distributor Indemnified Person that are defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them, provided that the Trust is not obligated to reimburse the Distributor Indemnified Persons for more than one set of counsel to represent all Distributor Indemnified Persons in such suit. If the Issuer Trust does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Trust agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors Shares. b. The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each of its Board members trustees and officers and each person, if any, who controls the Issuer Trust within the meaning of Section 15 of the 1933 ActAct (each, a “Trust Indemnified Person” and collectively, “Trust Indemnified Persons”), against any loss, liability, damages, claim claims or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim claims or expense expenses and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (1) any wrongful act of Distributors or failure to comply with applicable laws, rules and regulations by the Distributor or any of its employees or alleging (1) that (i) any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or (ii) the registration statement, Prospectusprospectus, Statement of Additional InformationSAI, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Trust by or on behalf of Distributorsthe Distributor. In no case is (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified Trust Indemnified Persons to be deemed to protect the Issuer Trust or any person against any liability to which the Issuer Trust or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified Trust Indemnified Person unless the Issuer or person, as the case may be, Trust Indemnified Person shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer or any such person Trust Indemnified Person (or after the Issuer or such person Trust Indemnified Person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought Trust Indemnified Persons otherwise than on account of its indemnity agreement contained in this paragraphindemnity, except to the extent that the Distributor is materially harmed by such delay. In the case of any notice to Distributors, it The Distributor shall be entitled to participate, participate at its own expense, expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims, and if the claim, but if Distributors Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or Trust Indemnified Persons who are defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or Trust Indemnified Persons who are defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or Trust Indemnified Persons who are defendants in the suit, for the reasonable fees and expenses of any counsel retained by them, provided that the Distributor is not obligated to reimburse the Trust Indemnified Persons for more than one set of counsel to represent all Trust Indemnified Persons in such suit. Distributors The Distributor agrees to notify the Issuer Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue Trust and the offer or sale of any of the sharesShares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer 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 Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Distributor, it 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 Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors trustees and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damagesdamage, or expense and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 therein, in light of the circumstances under which they were made, not misleading under the 1933 Act, Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors Fund in favor of the Issuer Distributor or any person indemnified to be deemed to protect the Issuer Distributor or any person against any liability to the Fund or its securityholders to which the Issuer Distributor or such 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 Distributors the Fund to be liable under its indemnity agreement contained in this paragraph Section with respect to any claim made against the Issuer Distributor or any person indemnified unless the Issuer Distributor or person, as the case may be, any such person shall have notified Distributors the Fund 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 Issuer Distributor or any such person (or after the Issuer Distributor or such the person shall have received notice of service on any designated agent). However, failure to notify Distributors the Fund of any claim shall not relieve Distributors the Fund from any liability which it may have to the Issuer Distributor or any person against whom the such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it The Fund shall be entitled to participate, participate at its own expense, expense in the defense defense, or, if it so elects, to assume the defense defense, of any suit brought to enforce the claimany claims, but if Distributors the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling Distributor or person or persons, defendant or defendants in the suit. In the event that Distributors the Fund elects to assume the defense of any suit and retain counsel, the Issuer Distributor, officers or trustees or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.any

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphparagraph except to the extent that the Fund is harmed by such delay. The Issuer Fund 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 any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members trustees and officers and each person, if any, who controls the Issuer Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraphparagraph except to the extent that the Distributor is harmed by such delay. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. The Issuer Trust agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Securities Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer each Trust (as from time to time amendedamended by each Trust) 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 under the 1933 Securities Act, the 1940 Act or any other statute or the common law. However, the Issuer each Trust does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer each Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer each Trust in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer each Trust or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful willful misfeasance, breach of this Agreement, 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 Issuer each Trust to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer each Trust in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer each Trust of any claim shall not relieve the Issuer each Trust from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Each Trust 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 any claims, but and if the Issuer each Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suiteach Trust. In the event the Issuer each Trust elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer each Trust does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Each Trust agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors Distributor shall reasonably cooperate with each Trust in connection with the defense. The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer each Trust and each of its Board members and trustees, officers and any person, who controls each personTrust, if any, who controls the Issuer within the meaning of Section 15 of the 1933 Securities Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Securities Act, the 1940 Act or any other statute federal or state statute, regulation or rule, or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees and agents, including breach of this Agreement, or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer each Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer each Trust or any person indemnified to be deemed to protect the Issuer each Trust or any person against any liability to which the Issuer each Trust or such person would otherwise be subject by reason of willful misfeasance, breach of this Agreement, 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer each Trust or any person indemnified unless the Issuer each Trust or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer each Trust or any such person (or after the Issuer each Trust or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer each Trust or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuereach Trust, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer each Trust or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuereach Trust, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer each Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue each Trust and sale of any of the sharesShares. Each Trust shall reasonably cooperate with the Distributor in connection with the defense.

Indemnification. The Issuer agrees to Adviser shall indemnify and hold harmless Distributors the Sub-Adviser, its officers and each of its directors and officers and each person, if any, who controls Distributors the Sub-Adviser within the meaning of Section 15 of the Securities Act of 1933 Act ("1933 Act") (any and all such persons shall be referred to as "Indemnified Party"), against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (as from time matter 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 under the 1933 Act, or any other statute or the common lawwhich this Agreement relates. However, the Issuer does not agree to indemnify Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the this indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person particular Indemnified Party against any liability to which the Issuer or such person 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, Agreement or (ii) is Distributors the Adviser to be liable under its this indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified particular Indemnified Party unless the Issuer or person, as the case may be, such Indemnified Party shall have notified Distributors the Adviser in writing of the claim within a reasonable time after the summons or other first written notification legal process giving information of the nature of the claim shall have been served upon the Issuer or any such person (or after the Issuer Sub-Adviser or such controlling persons. The Sub-Adviser shall indemnify and hold harmless the Adviser and each of its directors and officers and each person shall have received notice if any who controls the Adviser within the meaning of service on Section 15 of the 1933 Act, against any designated agent). Howeverloss, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have liability, claim, damage or expense described in the foregoing indemnity, but only with respect to the Issuer Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Sub-Advisory Agreement. In case any action shall be brought against the Adviser or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it shall be entitled to participate, at its own expenseso indemnified, in respect of which indemnity may be sought against the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Distributors elects to assume the defenseSub-Adviser, the defense Sub-Adviser shall be conducted by counsel chosen by it have the rights and satisfactory duties given to the IssuerAdviser, and the Adviser and each person so indemnified shall have the rights and duties given to its officers the Sub-Adviser by the provisions of subsections (i) and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense (ii) of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesthis section.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Fund to be liable under its indemnity agreement contained in this the paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent)) or (iii)shall the indemnity cover indirect, special or consequential damages or lost profits. However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund 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 any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members and officers and each person, if any, who controls the Issuer Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent)) or (iii)shall the indemnity cover indirect, special or consequential damages or lost profits. However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors trustees and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damagesdamage, or expense and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer 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 therein, in light of the circumstances under which they were made, not misleading under the 1933 Act, Act or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors Fund in favor of the Issuer Distributor or any person indemnified to be deemed to protect the Issuer Distributor or any person against any liability to the Fund or its securityholders to which the Issuer Distributor or such 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 Distributors the Fund to be liable under its indemnity agreement contained in this paragraph Section with respect to any claim made against the Issuer Distributor or any person indemnified unless the Issuer Distributor or person, as the case may be, any such person shall have notified Distributors the Fund 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 Issuer Distributor or any such person (or after the Issuer Distributor or such the person shall have received notice of service on any designated agent). However, failure to notify Distributors the Fund of any claim shall not relieve Distributors the Fund from any liability which it may have to the Issuer Distributor or any person against whom the such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it The Fund shall be entitled to participate, participate at its own expense, expense in the defense defense, or, if it so elects, to assume the defense defense, of any suit brought to enforce the claimany claims, but if Distributors the Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling Distributor or person or persons, defendant or defendants in the suit. In the event that Distributors the Fund elects to assume the defense of any suit and retain counsel, the Issuer Distributor, officers or trustees or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Fund does not elect to assume the defense of any suit, it will reimburse the IssuerDistributor, officers and Board or trustees or controlling person or persons, defendant or defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them. Distributors The Fund agrees to notify the Issuer Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and issuance or sale of any of the shares.Shares. The Distributor also covenants and agrees that it will indemnify and hold harmless the Fund and each of its trustees and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act against any loss, liability, damage, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damage, claim or expense and

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer in writing of the claim within with a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse the Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any nay notice to Distributorsthe Distributor, it 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 Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant defendants or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant defendants or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer 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 Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse the Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Distributor, it 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 Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer agrees Funds agree to indemnify and hold harmless Distributors the Distributor and each of its their directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground grounds that the a registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer a Fund (as from time to time amended) included an alleged untrue statement of a material fact or omitted to state alleged omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case case: (i) is the indemnity of the Issuer a Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer a Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer particular Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer a Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit litigation or proceeding brought to enforce any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit litigation or proceeding and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants and any other defendant(s) in the suitlitigation or proceeding, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suitlitigation or proceeding, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s), or persons, defendant or defendants any other defendant(s) in the suit, suit covered by the indemnification set forth in this Agreement for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers officers, directors or trustees controlling person(s) in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Funds and each of its Board members and officers their officers, trustees and each person, if any, who controls the Issuer control a Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of of: (i) any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging alleging: (a) any wrongful act of Distributors the Distributor or any of its employees; or (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or alleging that the registration statement, Prospectusprospectus, Statement or statement of Additional Information, shareholder reports or other additional information filed or made public by the Issuer (as from time to time amended) included an alleged untrue statement of a material fact or omitted to state an alleged omission of 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 with, information furnished to the Issuer a Fund by or on behalf of Distributorsthe Distributor. In no case case: (i) is the indemnity of Distributors the Distributor in favor of the Issuer a Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer a Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit litigation or proceeding brought to enforce the claim, but and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants any other defendant(s) in the suitsuit covered by the indemnification set forth in this Agreement. In the event that Distributors the Distributor elects to assume the defense of any suit litigation or proceeding and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants and any other defendant(s) in the suitlitigation or proceeding, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suitlitigation or proceeding, it will reimburse the IssuerFund, officers and Board or controlling person person(s), or persons, defendant or defendants any other defendant(s) in the suitlitigation or proceeding covered by the indemnification set forth in this Agreement, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer a Fund promptly of the commencement of any litigation or proceedings proceeding against it it, its officers, its directors or its controlling person(s) in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. (a) The Issuer Trust agrees to indemnify and hold harmless Distributors Olstein and each of its employees, along with its general partner and the directors and officers and each person, if any, who controls Distributors within the meaning of Section 15 of the 1933 Act general partner against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares of beneficial interest of the Trust, based upon the ground 1933 Act or any other statute or common law, alleging any wrongful act of the Trust or any of its employees or representatives, or based upon the grounds that the registration statementstatements, ProspectusProspectuses, Statement of Additional InformationSAI's, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, or any other statute or the common lawmisleading. However, the Issuer Trust does not agree to indemnify Distributors Olstein or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Trust in writing by or on behalf of DistributorsOlstein. In no case (i) is the indemnity of the Issuer Trust in favor of Distributors Olstein or any person indemnified to be deemed to protect Distributors Olstein or any person against any liability to the Issuer Trust or its security holders to which Distributors Olstein or such person would otherwise be subject by reason of wilful willful misfeasance, bad faith or gross ordinary 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 Issuer Trust to be liable under its indemnity agreement contained in this paragraph section with respect to any claim made against Distributors or Olstein any person indemnified unless Distributors Olstein or person, as the case may be, shall have notified the Issuer Trust 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 Distributors Olstein or any such person (or after Distributors Olstein or such person shall have received notice of service on any designated agent). However, except to the extent the Trust is harmed thereby, failure to notify the Issuer Trust of any claim shall not relieve the Issuer Trust from any liability which it may have to Distributors Olstein or any person against whom such action is brought otherwise other than on account of its indemnity agreement contained in this paragraphsection. The Issuer Trust 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 any claims, but if the Issuer Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors Olstein or person or persons, defendant or defendants in the suit. In the event the Issuer Trust elects to assume the defense of any suit and retain counsel, DistributorsOlstein, officers or directors trustees or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Trust does not elect to assume the defense of any suit, it will reimburse DistributorsOlstein, officers or directors trustee or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer Trust agrees to notify Distributors Olstein promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees Trustees in connection with the issuance or sale of any of the shares. Distributors Shares. (b) Olstein also covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each of its Board members trustees and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors Olstein from which such indemnification is sought, or any of its employees or representatives, or alleging that the registration statementstatements, ProspectusProspectuses, Statement of Additional InformationSAI's, shareholder reports or other information filed or made public by the Issuer 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 with, information furnished in writing to the Issuer Trust by or on behalf of DistributorsOlstein from which such indemnification is sought. In no case (i) is the indemnity of Distributors Olstein in favor of the Issuer Trust or any person indemnified to be deemed to protect the Issuer Trust or any person against any liability to which the Issuer Trust or such 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 Distributors Olstein to be liable under its indemnity agreement contained in this paragraph section with respect to any claim made against the Issuer Trust or any person indemnified unless the Issuer Trust or person, as the case may be, shall have notified Distributors Olstein 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 Issuer Trust or any such person (or after the Issuer Trust or such person shall have received notice of service on any designated agent). However, failure to notify Distributors Olstein of any claim shall not relieve Distributors Olstein from any liability which it may have to the Issuer Trust or any person against whom the action is brought otherwise other than on account of its indemnity agreement contained in this paragraphsection. In the case of any notice to DistributorsOlstein, it 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 claimany claims, but if Distributors Olstein elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerTrust, to its officers and Board trustees and to any controlling person person(s) or persons, defendant or defendants any defendants(s) in the suit. In the event that Distributors Olstein elects to assume the defense of any suit and retain counsel, the Issuer Trust or controlling persons, defendant person(s) or defendants defendant(s) in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors Olstein does not elect to assume the defense of any suit, it will reimburse the IssuerTrust, its officers and Board or Trustees, controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors Olstein agrees to notify the Issuer Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesShares.

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

Indemnification. The Issuer agrees to Vendor must indemnify and hold save harmless Distributors MIP and each of its directors any other party who receives the goods delivered hereunder from and officers and each person, if any, who controls Distributors within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claimall claims, damages, or expense losses, costs, and reasonable counsel fees incurred in connection therewith) expenses arising by reason out of any person acquiring injury, sickness or death to persons or any sharesloss of or damage to property, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public caused by the Issuer (as from time fault or negligence of the Vendor. MIP must promptly give notice to time amended) included an untrue statement the Vendor of any claims, damages, losses, costs, and expenses and must cooperate in a material fact reasonable manner with the Vendor. ASSIGNMENT AND INSOLVENCY the Vendor must not assign, transfer, pledge or omitted to state a material fact required to be stated make other disposition of this PO or necessary in order to make the statements not misleading under the 1933 Actany part thereof, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of the Issuer in favor Vendor's rights, claims, or obligations under this PO except with the prior written consent of Distributors MIP.Should the Vendor be adjudicated bankrupt, or any person indemnified to be deemed to protect Distributors liquidated or any person against any liability to become insolvent, or should the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in Vendor make an assignment for the performance benefit of its duties or by reason of its reckless disregard of its obligations and duties under this Agreementcreditors, or (ii) is should a Receiver be appointed on account of the Issuer to be liable under its indemnity agreement contained in this paragraph with respect insolvency of the Vendor, MIP may, without prejudice to any claim made against Distributors other right or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which remedy it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in under these General Terms and Conditions, terminate this paragraphPO forthwith. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly Vendor must immediately inform MIP of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale occurrence of any of the sharesabove events. Distributors also covenants the audit and agrees access rights.MIP may request the Vendor to provide complementary information about the goods supplied under this PO that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each personis reasonably available, if any, who controls the Issuer within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost findings and results of investigating an audit (internal or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewithexternal) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public conducted by the Issuer (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, Vendor and in conformity with information furnished related to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it 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 Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesgoods supplied hereunder.

Indemnification. The Issuer agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer in writing of the claim within with a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse the Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Distributor, it 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 Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant defendants or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant defendants or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification. The Issuer Subject to the limitations set forth in Paragraph 12 below, each Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Securities Act, against any loss, liability, claim, damages damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damage or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer any Fund (as from time to 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 under the 1933 Act, Securities Act or any other statute or the common law. However, the Issuer each Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer it by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer any Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer a Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer a Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer applicable Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer a Fund of any claim shall not relieve the Issuer that Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Each Fund 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 any claims, but and if the Issuer a Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitsuch Fund. In the event the Issuer a Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer a Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, suit for the reasonable fees and expenses of any counsel retained by them. The Issuer Each Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each Fund, the Managing Owner, and each of its Board members their respective officers, representatives or agents and officers and each person, if any, who controls the Issuer Trust and each Fund or the Managing Owner within the meaning of Section 15 of the 1933 ActSecurities Act (each, an “Indemnified Party”), against any loss, liability, damagesdamage, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damagesdamage, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the 1933 Securities Act or any other statute or common law, alleging (a) any wrongful act of Distributors the Distributor or any of its employees or alleging (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer (as from time to 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 with, information furnished to the Issuer such Fund or Managing Owner by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified Indemnified Party to be deemed to protect the Issuer or any person such party against any liability to which the Issuer or such person 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified Indemnified Party unless the Issuer or person, as the case may be, such Indemnified Party shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer or any such person Indemnified Party (or after the Issuer or such person Indemnified Party shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person Indemnified Party against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerIndemnified Party, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants defendant(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Indemnified Party or controlling personsperson(s), defendant or defendants defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerIndemnified Party, officers and Board or controlling person or personsperson(s), defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Indemnified Party promptly of the commencement of any litigation or proceedings against it in connection with the issue Indemnified Party and sale of any of the sharesShares.

Indemnification. The Issuer agrees Funds agree to indemnify and hold harmless Distributors the Distributor and each of its their directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground grounds that the a registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer a Fund (as from time to time amended) included an alleged untrue statement of a material fact or omitted to state alleged omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case case: (i) is the indemnity of the Issuer a Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer a Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer particular Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer a Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit litigation or proceeding brought to enforce any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit litigation or proceeding and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or personsperson(s), defendant or defendants and any other defendant(s) in the suitlitigation or proceeding, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suitlitigation or proceeding, it will reimburse Distributorsthe Distributor, officers or directors or controlling person person(s), or persons, defendant or defendants any other defendant(s) in the suit, suit covered by the indemnification set forth in this Agreement for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers officers, directors or trustees controlling person(s) in connection with the issuance or sale of any of the sharesShares. Distributors The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Funds and each of its Board members and officers their officers, trustees and each person, if any, who controls the Issuer control a Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of of: (i) any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging alleging: (a) any wrongful act of Distributors the Distributor or any of its employees; or (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or alleging that the registration statement, Prospectusprospectus, Statement or statement of Additional Information, shareholder reports or other additional information filed or made public by the Issuer (as from time to time amended) included an alleged untrue statement of a material fact or omitted to state an alleged omission of 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 with, information furnished to the Issuer a Fund by or on behalf of Distributorsthe Distributor. In no case case: (i) is the indemnity of Distributors the Distributor in favor of the Issuer a Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer a Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, the Distributor it shall be entitled to participate, at its own expense, ,. in the defense or, if it so elects, to assume the defense of any suit litigation or proceeding brought to enforce the claim, but and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants any other defendant(s) in the suitsuit covered by the indemnification set forth in this Agreement. In the event that Distributors the Distributor elects to assume the defense of any suit litigation or proceeding and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants and any other defendant(s) in the suitlitigation or proceeding, shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suitlitigation or proceeding, it will reimburse the IssuerFund, officers and Board or controlling person person(s), or persons, defendant or defendants any other defendant(s) in the suitlitigation or proceeding covered by the indemnification set forth in this Agreement , for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer a Fund promptly of the commencement of any litigation or proceedings proceeding against it it, its officers, its directors or its controlling person(s) in connection with the issue Fund and sale of any of the sharesShares.

Indemnification. The Issuer Fund agrees to indemnify and hold harmless Distributors HCFD and each of its directors and officers and each person, if any, who controls Distributors HCFD within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground grounds that the a registration statement, Prospectusprospectus, Statement statement of Additional Informationadditional information, shareholder reports or other information filed or made public by the Issuer Fund (as from time to time amended) included an alleged untrue statement of a material fact or omitted to state alleged omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors HCFD or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of DistributorsHCFD. In no case case: (i) is the indemnity of the Issuer a Fund in favor of Distributors HCFD or any person indemnified to be deemed to protect Distributors HCFD or any person against any liability to the Issuer Fund or its security holders to which Distributors HCFD or such person would otherwise be subject by reason of wilful 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 Issuer a Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors HCFD or any person indemnified unless Distributors HCFD or person, as the case may be, shall have notified the Issuer particular Fund in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors HCFD or any such person (or after Distributors HCFD or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer a Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer Fund shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit litigation or proceeding brought to enforce any claims, but and if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitFund. In the event the Issuer Fund elects to assume the defense of any suit litigation or proceeding and retain counsel, DistributorsHCFD, officers or directors or controlling person or personsperson(s), defendant or defendants and any other defendant(s) in the suitlitigation or proceeding, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suitlitigation or proceeding, it will reimburse DistributorsHCFD, officers or directors or controlling person person(s), or persons, defendant or defendants any other defendant(s) in the suit, suit covered by the indemnification set forth in this Agreement for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors HCFD promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers officers, directors or trustees controlling person(s) in connection with the issuance or sale of any of the sharesRights. Distributors HCFD also covenants and agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members and officers their officers, trustees and each person, if any, who controls the Issuer control a Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim claims 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) arising by reason of of: (i) any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging alleging: (a) any wrongful act of Distributors HCFD or any of its employees; or (b) that any sales literature, advertisements, information, statements or representations used or made by HCFD or any of its affiliates or employees or alleging that the registration statement, Prospectusprospectus, Statement or statement of Additional Information, shareholder reports or other additional information filed or made public by the Issuer (as from time to time amended) included an alleged untrue statement of a material fact or omitted to state an alleged omission of 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 with, information furnished to the Issuer a Fund by or on behalf of DistributorsHCFD. In no case case: (i) is the indemnity of Distributors HCFD in favor of the Issuer a Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 Distributors HCFD to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer a Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors HCFD in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer Fund or any such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors HCFD of any claim shall not relieve Distributors HCFD from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, HCFD it shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit litigation or proceeding brought to enforce the claim, but and if Distributors HCFD elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person person(s) or persons, defendant or defendants any other defendant(s) in the suitsuit covered by the indemnification set forth in this Agreement. In the event that Distributors HCFD elects to assume the defense of any suit litigation or proceeding and retain counsel, the Issuer Fund or controlling personsperson(s), defendant or defendants and any other defendant(s) in the suitlitigation or proceeding, shall bear the fees and expense of any additional counsel retained by them. If Distributors HCFD does not elect to assume the defense of any suitlitigation or proceeding, it will reimburse the IssuerFund, officers and Board or controlling person person(s), or persons, defendant or defendants any other defendant(s) in the suitlitigation or proceeding covered by the indemnification set forth in this Agreement, for the reasonable fees and expenses of any counsel retained by them. Distributors HCFD agrees to notify the Issuer a Fund promptly of the commencement of any litigation or proceedings proceeding against it it, its officers, its directors or its controlling person(s) in connection with the issue Fund and sale of any of the sharesRights.

Indemnification. a. The Issuer Trust agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act (each, a “Distributor Indemnified Person” and collectively, “Distributor Indemnified Persons”), against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement of Additional InformationSAI, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Trust does not agree to indemnify Distributors the Distributor Indemnified Persons or hold it the Distributor Indemnified Persons harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the this indemnity of the Issuer Trust in favor of Distributors or any person indemnified the Distributor Indemnified Persons to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Trust or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Trust to be liable under its this indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified Distributor Indemnified Person unless Distributors or person, as the case may be, Distributor Indemnified Person shall have notified the Issuer Trust in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors or any such person the Distributor Indemnified Person (or after Distributors or such person the Distributor Indemnified Person shall have received notice of service on any designated agent). However, failure to notify the Issuer Trust of any claim shall not relieve the Issuer Trust from any liability which it may have to Distributors or any person Distributor Indemnified Person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphindemnity. The Issuer Trust 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 any claims, but and if the Issuer Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitTrust. In the event the Issuer Trust elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or the Distributor Indemnified Persons that are defendants in the suit, suit shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Trust does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or the Distributor Indemnified Persons that are defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them, provided that the Trust is not obligated to reimburse the Distributor Indemnified Persons for more than one set of counsel to represent all Distributor Indemnified Persons in such suit. The Issuer Trust agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also Shares. b. The Distributor covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each of its Board members and officers and each person, if any, who controls the Issuer Trust within the meaning of Section 15 of the 1933 ActAct (each, a “Trust Indemnified Person” and collectively, “Trust Indemnified Persons”), against any loss, liability, damages, claim claims or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim claims or expense expenses and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (1) any wrongful act of Distributors or failure to comply with applicable laws, rules and regulations by the Distributor or any of its employees or alleging (2) that (i) any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or (ii) the registration statement, Prospectusprospectus and/or SAI, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Trust or otherwise originated by or on behalf of Distributorsthe Distributor. In no case is (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified Trust Indemnified Persons to be deemed to protect the Issuer Trust or any person against any liability to which the Issuer Trust or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified Trust Indemnified Person unless the Issuer or person, as the case may be, Trust Indemnified Person shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer or any such person Trust Indemnified Person (or after the Issuer or such person Trust Indemnified Person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought Trust Indemnified Persons otherwise than on account of its indemnity agreement contained in this paragraphindemnity. In the case of any notice to Distributorsthe Distributor, it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or Trust Indemnified Persons who are defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or Trust Indemnified Persons who are defendants in the suit, suit shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or Trust Indemnified Persons that are defendants in the suit, for the reasonable fees and expenses of any counsel retained by them, provided that the Distributor is not obligated to reimburse the Trust Indemnified Persons for more than one set of counsel to represent all Trust Indemnified Persons in such suit. Distributors The Distributor agrees to notify the Issuer Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue Trust and offer or sale of any of the sharesShares. No settlement shall be subject to indemnification hereunder unless the Trust shall have approved such settlement (such approval not to be unreasonably withheld or delayed).

Indemnification. The Issuer agrees This Corporation shall indemnify any Director who was or is a party, or is threatened to indemnify and hold harmless Distributors and each be made a party, to any proceeding (other than an action by or in the right of its directors and officers and each person, if any, who controls Distributors within the meaning of Section 15 this Corporation) by reason of the 1933 Act fact that such Director is or was a Director of this Corporation, against any lossexpenses, liabilityjudgments, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense fines and reasonable counsel fees settlements actually and reasonably incurred in connection therewith) arising with such proceeding. This Corporation shall indemnify any Director who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation to procure a judgment in its favor by reason of any person acquiring any sharesthe fact that that Director is or was a Director of this Corporation, based upon the ground against expenses actually or reasonably incurred by that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of 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 Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer 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 Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer 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 any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees Director in connection with the issuance defense or sale settlement of that action. This indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by law, agreement, vote or shareholders of disinterested directors, or otherwise, both as to an action in his official capacity and as to an action in another capacity while holding such office, and shall continue as to a Director who has ceased to be a Director and shall inure to the benefit of the sharesheirs and Personal Representative of such a Director. Distributors also covenants A Director will only be indemnified under this Article VIII if: (a) The Director has disclosed to the Board of Director all other materials activities and agrees that it will indemnify relationships, other than professional, confidential relationships, relating or similar to those of this Corporation, and hold harmless the Issuer decisions, policies or resolutions giving rise to or creating the need for indemnification; (b) All past, present or potential conflicts of interest between the Director and each of its this Corporation relating to the transaction for which indemnification is sought; and (c) The Director has provided or disclosed to the Board members and officers and each personall information known to the Director regarding the policy, if anydecision, who controls resolutions or transactions for which indemnification is sought. This includes all information obtained by the Issuer within Director after the meaning of Section 15 transaction occurred or after adoption of the 1933 Actpolicy, against any loss, liability, damages, claim decision 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such 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 Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors 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 Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it 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 Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesresolution.

Indemnification. (a) The Issuer Fund agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) ), arising by reason of any person acquiring any sharesShares, based upon the ground grounds that the registration statementRegistration Statement, Prospectus, Statement of Additional Informationany prospectus, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, or any other statute or the common law. However, the Issuer Fund does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity indemnification of the Issuer Fund in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Fund or its security holders shareholders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Fund to be liable under its indemnity indemnification agreement contained in this paragraph with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, any person shall have notified the Issuer Fund 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 Distributors the Distributor or any such person (or after Distributors the Distributor or such the person shall have received notice of service on any designated agent). However, failure to notify the Issuer Fund of any claim shall not relieve the Issuer Fund from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise than on account of its indemnity indemnification agreement contained in this paragraph. The Issuer Fund 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 any claims, but if the Issuer Fund elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor or person or persons, defendant or defendants in the suit. In the event the Issuer Fund elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Fund does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer Fund agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees Directors in connection with the issuance or sale of any of the shares. Distributors also covenants and Shares. (b) The Distributor agrees that it will indemnify and hold harmless the Issuer Fund and each of its Board members and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statementRegistration Statement, Prospectus, Statement of Additional Informationany prospectus, shareholder reports or other information filed or made public by the Issuer 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 Issuer Fund by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Fund or any person indemnified to be deemed to protect the Issuer Fund or any person against any liability to which the Issuer Fund or such 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 or its reckless disregard of its obligations and duties under this Agreement, or (ii) is Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer Fund or any person indemnified unless the Issuer Fund or person, as the case may be, shall have notified Distributors 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 Issuer Fund or any upon such person (or after the Issuer Fund or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributorsthe Distributor, it shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of or any suit brought to enforce the claim, but if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerFund, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Fund or controlling persons, defendant or defendants in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerFund, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesShares.

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

Indemnification. a. The Issuer Trust agrees to indemnify and hold harmless Distributors the Placement Agent and each of its directors and officers and each person, if any, who controls Distributors the Placement Agent within the meaning of Section 15 of the 1933 Act (each, a “Placement Agent Indemnified Person” and collectively, “Placement Agent Indemnified Persons”), against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusoffering memorandum, Statement of Additional InformationSAI, shareholder reports or other information filed or made public used by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Trust does not agree to indemnify Distributors the Placement Agent Indemnified Persons or hold it the Placement Agent Indemnified Persons harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Trust by or on behalf of Distributorsthe Placement Agent. In no case (i) is the this indemnity of the Issuer Trust in favor of Distributors or any person indemnified the Placement Agent Indemnified Persons to be deemed to protect Distributors the Placement Agent or any person against any liability to the Issuer Trust or its security holders to which Distributors the Placement Agent or such person would otherwise be subject by reason of wilful 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 Issuer Trust to be liable under its this indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified Placement Agent Indemnified Person unless Distributors or person, as the case may be, Placement Agent Indemnified Person shall have notified the Issuer Trust in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors or any such person the Placement Agent Indemnified Person (or after Distributors or such person the Placement Agent Indemnified Person shall have received notice of service on any designated agent). However, failure to notify the Issuer Trust of any claim shall not relieve the Issuer Trust from any liability which it may have to Distributors or any person Placement Agent Indemnified Person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphindemnity. The Issuer Trust 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 any claims, but and if the Issuer Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitTrust. In the event the Issuer Trust elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or the Placement Agent Indemnified Persons that are defendants in the suit, suit shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Trust does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or the Placement Agent Indemnified Persons that are defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them, provided that the Trust is not obligated to reimburse the Placement Agent Indemnified Persons for more than one set of counsel to represent all Placement Agent Indemnified Persons in such suit. The Issuer Trust agrees to notify Distributors the Placement Agent promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. Distributors also Shares. b. The Placement Agent covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each of its Board members and officers and each person, if any, who controls the Issuer Trust within the meaning of Section 15 of the 1933 ActAct (each, a “Trust Indemnified Person” and collectively, “Trust Indemnified Persons”), against any loss, liability, damages, claim claims or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim claims or expense expenses and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (1) any wrongful act of Distributors or failure to comply with applicable laws, rules and regulations by the Placement Agent or any of its employees or alleging (2) that (i) any sales literature, advertisements, information, statements or representations used or made by the Placement Agent or any of its affiliates or employees or (ii) the registration statement, Prospectusoffering memorandum and/or SAI, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Trust or otherwise originated by or on behalf of Distributorsthe Placement Agent. In no case is (i) is the indemnity of Distributors the Placement Agent in favor of the Issuer or any person indemnified Trust Indemnified Persons to be deemed to protect the Issuer Trust or any person against any liability to which the Issuer Trust or such 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 Distributors the Placement Agent to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified Trust Indemnified Person unless the Issuer or person, as the case may be, Trust Indemnified Person shall have notified Distributors the Placement Agent in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer or any such person Trust Indemnified Person (or after the Issuer or such person Trust Indemnified Person shall have received notice of service on any designated agent). However, failure to notify Distributors the Placement Agent of any claim shall not relieve Distributors the Placement Agent from any liability which it may have to the Issuer or any person against whom the action is brought Trust Indemnified Persons otherwise than on account of its indemnity agreement contained in this paragraphindemnity. In the case of any notice to Distributorsthe Placement Agent, it 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 and if Distributors the Placement Agent elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or Trust Indemnified Persons who are defendants in the suit. In the event that Distributors the Placement Agent elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or Trust Indemnified Persons who are defendants in the suit, suit shall bear the fees and expense of any additional counsel retained by them. If Distributors the Placement Agent does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or Trust Indemnified Persons that are defendants in the suit, for the reasonable fees and expenses of any counsel retained by them, provided that the Placement Agent is not obligated to reimburse the Trust Indemnified Persons for more than one set of counsel to represent all Trust Indemnified Persons in such suit. Distributors The Placement Agent agrees to notify the Issuer Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue Trust and offer or sale of any of the sharesShares. No settlement shall be subject to indemnification hereunder unless the Trust shall have approved such settlement (such approval not to be unreasonably withheld or delayed).

Indemnification. a. The Issuer Trust agrees to indemnify and hold harmless Distributors the Distributor and each of its directors and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act (each, a “Distributor Indemnified Person” and collectively, “Distributor Indemnified Persons”), against any loss, liability, claim, damages or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground that the registration statement, Prospectusprospectus, Statement of Additional InformationSAI, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, the 1940 Act or any other statute or the common law. However, the Issuer Trust does not agree to indemnify Distributors the Distributor Indemnified Persons or hold it the Distributor Indemnified Persons harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the this indemnity of the Issuer Trust in favor of Distributors or any person indemnified the Distributor Indemnified Persons to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Trust or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful 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 Issuer Trust to be liable under its this indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified Distributor Indemnified Person unless Distributors or person, as the case may be, Distributor Indemnified Person shall have notified the Issuer Trust in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim claims shall have been served upon Distributors or any such person the Distributor Indemnified Person (or after Distributors or such person the Distributor Indemnified Person shall have received notice of service on any designated agent). However, failure to notify the Issuer Trust of any claim shall not relieve the Issuer Trust from any liability which it may have to Distributors or any person Distributor Indemnified Person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphindemnity. The Issuer Trust 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 any claims, but and if the Issuer Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suitTrust. In the event the Issuer Trust elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or the Distributor Indemnified Persons that are defendants in the suit, suit shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Trust does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or the Distributor Indemnified Persons that are defendants in the suit, suit for the reasonable fees and expenses of any counsel retained by them, provided that the Trust is not obligated to reimburse the Distributor Indemnified Persons for more than one set of counsel to represent all Distributor Indemnified Persons in such suit. The Issuer Trust agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings proceeding against it or any of its officers or trustees in connection with the issuance or sale of any of the sharesShares. Distributors also No settlement shall be subject to indemnification hereunder unless the Distributor shall have approved such settlement (such approval not to be unreasonably withheld or delayed). b. The Distributor covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each of its Board members and officers and each person, if any, who controls the Issuer Trust within the meaning of Section 15 of the 1933 ActAct (each, a “Trust Indemnified Person” and collectively, “Trust Indemnified Persons”), against any loss, liability, damages, claim claims or expense expenses (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim claims or expense expenses and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act, the 1940 Act or any other statute or common law, alleging (1) any wrongful act of Distributors or failure to comply with applicable laws, rules and regulations by the Distributor or any of its employees or alleging (2) that (i) any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or (ii) the registration statement, Prospectusprospectus and/or SAI, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (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 with, information furnished to the Issuer Trust or otherwise originated by or on behalf of Distributorsthe Distributor. In no case is (i) is the indemnity of Distributors the Distributor in favor of the Issuer or any person indemnified Trust Indemnified Persons to be deemed to protect the Issuer Trust or any person against any liability to which the Issuer Trust or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified Trust Indemnified Person unless the Issuer or person, as the case may be, Trust Indemnified Person shall have notified Distributors the Distributor in writing of the claim within a reasonable time promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer or any such person Trust Indemnified Person (or after the Issuer or such person Trust Indemnified Person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer or any person against whom the action is brought Trust Indemnified Persons otherwise than on account of its indemnity agreement contained in this paragraphindemnity. In the case of any notice to Distributorsthe Distributor, it 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 and if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or Trust Indemnified Persons who are defendants in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or Trust Indemnified Persons who are defendants in the suit, suit shall bear the fees and expense of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or Trust Indemnified Persons that are defendants in the suit, for the reasonable fees and expenses of any counsel retained by them, provided that the Distributor is not obligated to reimburse the Trust Indemnified Persons for more than one set of counsel to represent all Trust Indemnified Persons in such suit. Distributors The Distributor agrees to notify the Issuer Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue Trust and offer or sale of any of the sharesShares. No settlement shall be subject to indemnification hereunder unless the Trust shall have approved such settlement (such approval not to be unreasonably withheld or delayed).

Indemnification. (a) The Issuer Trust agrees to indemnify and hold harmless Distributors the Distributor and each of its directors trustees and officers and each person, if any, who controls Distributors the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any sharesShares, based upon the ground 1933 Act or any other statute or common law, alleging any wrongful act of the Trust or any of its employees or representatives, or based upon the grounds that the registration statementstatements, ProspectusProspectuses, Statement of Additional InformationSAI's, shareholder reports or other information filed or made public by the Issuer 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 under the 1933 Act, or any other statute or the common lawmisleading. However, the Issuer Trust does not agree to indemnify Distributors the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer Trust in writing by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of the Issuer Trust in favor of Distributors the Distributor or any person indemnified to be deemed to protect Distributors the Distributor or any person against any liability to the Issuer Trust or its security holders to which Distributors the Distributor or such person would otherwise be subject by reason of wilful willful misfeasance, bad faith or gross ordinary 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 Issuer Trust to be liable under its indemnity agreement contained in this paragraph Section 10(a) with respect to any claim made against Distributors the Distributor or any person indemnified unless Distributors the Distributor or person, as the case may be, shall have notified the Issuer Trust 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 Distributors the Distributor or any such person (or after Distributors the Distributor or such person shall have received notice of service on any designated agent). However, except to the extent the Trust is harmed, thereby failure to notify the Issuer Trust of any claim shall not relieve the Issuer Trust from any liability which it may have to Distributors the Distributor or any person against whom such action is brought otherwise other than on account of its indemnity agreement contained in this paragraphSection 10(a). The Issuer Trust 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 any claims, but if the Issuer Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors the Distributor, or person or persons, defendant or defendants in the suit. In the event the Issuer Trust elects to assume the defense of any suit and retain counsel, Distributorsthe Distributor, officers or directors trustees or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer Trust does not elect to assume the defense of any suit, it will reimburse Distributorsthe Distributor, officers or directors trustee or controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer Trust agrees to notify Distributors the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees Trustees in connection with the issuance or sale of any of the shares. Distributors Shares. (b) The Distributor also covenants and agrees that it will indemnify and hold harmless the Issuer Trust and each of its Board members trustees and officers and each person, if any, who controls the Issuer 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors the Distributor or any of its employees or representatives, or alleging that the registration statementstatements, ProspectusProspectuses, Statement of Additional InformationSAI's, shareholder reports or other information filed or made public by the Issuer 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 with, information furnished in writing to the Issuer Trust by or on behalf of Distributorsthe Distributor. In no case (i) is the indemnity of Distributors the Distributor in favor of the Issuer Trust or any person indemnified to be deemed to protect the Issuer Trust or any person against any liability to which the Issuer Trust or such 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 Distributors the Distributor to be liable under its indemnity agreement contained in this paragraph Section 10(b) with respect to any claim made against the Issuer Trust or any person indemnified unless the Issuer Trust or person, as the case may be, shall have notified Distributors 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 Issuer Trust or any such person (or after the Issuer Trust or such person shall have received notice of service on any designated agent). However, failure to notify Distributors the Distributor of any claim shall not relieve Distributors the Distributor from any liability which it may have to the Issuer Trust or any person against whom the action is brought otherwise other than on account of its indemnity agreement contained in this paragraphSection 10(b). In the case of any notice to Distributorsthe Distributor, it shall be entitled to participate, at its own expense, in the defense defense, or, if it so elects, to assume the defense of any suit brought to enforce the claimany claims, but if Distributors the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the IssuerTrust, to its officers and Board trustees and to any controlling person person(s) or persons, defendant or defendants any defendants(s) in the suit. In the event that Distributors the Distributor elects to assume the defense of any suit and retain counsel, the Issuer Trust or controlling persons, defendant person(s) or defendants defendant(s) in the suit, shall bear the fees and expense expenses of any additional counsel retained by them. If Distributors the Distributor does not elect to assume the defense of any suit, it will reimburse the IssuerTrust, its officers and Board or Trustees, controlling person person(s) or persons, defendant or defendants defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors The Distributor agrees to notify the Issuer Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesShares.