Common use of Dealer Agreement Indemnification Clause in Contracts

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Non- Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Non- Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders Shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both parties acknowledge and agrees agree that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both parties acknowledge and agrees agree that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. The Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that the Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust a Fund to enter into any Non-Standard Dealer Agreement, the Trust such Fund shall indemnify, defend and hold the Distributor Indemnitees Indemnitee free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust a Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of the Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that are incurred by any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement, provided such actions or failures to act would qualify for indemnification by the Client under this Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer AgreementAgreement and Client has approved such representation; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer AgreementAgreement and Client has approved such indemnification. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client for the account of the applicable Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement; provided however, that the applicable Funds’ obligation to indemnify, defend and hold free and harmless the Distributor Indemnitees shall not apply to the extent that Losses resulted from the Distributor’s willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement. Notwithstanding the foregoing, the Client shall have no obligation to indemnify, defend and hold free and harmless the Distributor Indemnitees for any Losses arising out of, relating to or resulting from the failure of the Distributor to comply with applicable laws. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client, the Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders Shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s form of standard dealer agreement approved by the Fund (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client or a Fund’s adviser to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) Agreements that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard form of dealer agreement attached hereto as Exhibit C (the “Non-Standard Dealer AgreementAgreements”). Exhibit C may be amended from time to time by written agreement of the parties. B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall provide Distributor an opportunity to review and comment on the Non-Standard Dealer Agreement. Distributor agrees to review and comment on any such Non-Standard Dealer Agreement promptly, but no later than within ten business days of its receipt. Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer AgreementAgreement to the extent (i) such actions (or similar actions) would not be required by the terms of the Standard Dealer Agreement or (ii) any such inaction would not be a breach of the Standard Dealer Agreement if the Standard Dealer Agreement were to apply to the relationship in question; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such substantially similar representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders Losses to which the Distributor Indemnitees would otherwise be subject by reason of Distributor’s willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. The Distributor acknowledges and agrees that certain large and significant broker-dealers (all such brokers referred to herein as the “Brokers”), require that the Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that the Distributor is requested or required by the Trust a Fund to enter into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement to the extent such actions or failures to act relate to duties and obligations of the Distributor which are beyond the duties and obligations of the Distributor in the Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such substantially similar representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust a Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in or reckless disregard of the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend defend, and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasanceintentional wrongdoing, demonstrated bad faith, gross negligence, or gross negligence willful neglect in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both Parties acknowledge and agrees agree that certain large and significant broker-dealers require that Distributor Intermediary Manager enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter Intermediary Manager enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Intermediary Manager Indemnitees free and harmless from and against any and all Losses that any Distributor Intermediary Manager Indemnitee may incur arising out of or relating to (a) the DistributorIntermediary Manager’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Intermediary Manager in any Non-Standard Dealer Agreement to the extent that the Distributor Intermediary Manager is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Intermediary Manager under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Intermediary Manager provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Intermediary Manager Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Intermediary Manager Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of DistributorIntermediary Manager’s obligations or duties under the Non-Standard Dealer Agreement or by reason of DistributorIntermediary Manager’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required enters into, after review and approval by the Trust to enter into Fund, any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s reasonable actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain large and significant broker-dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement agreement, the form of which is included as Exhibit C (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust a Fund or its shareholders unitholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client or Adviser to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s 's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). Distributor agrees to provide a copy of any such Non-Standard Dealer Agreement to the Client for Client approval of the terms of such Non-Standard Dealer Agreement prior to Distributor entering into any such Non-Standard Dealer Agreement. B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement; provided however, that the Client’s obligation to indemnify, defend, and hold free and harmless the Distributor Indemnitees shall not apply to the extent that Losses resulted from the Distributor’s willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend defend, and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s commercially reasonable actions or failures to act omissions pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement. The Trust reserves the right to review Non-Standard Dealer Agreements from time to time.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. The Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that the Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that the Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of the Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”)agreement. B. To the extent that Distributor is requested or required by the Trust a Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreementstandard dealer agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreementstandard dealer agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Distributor will notify the Client of such non-standard requirements or representations in advance and thereafter the Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any anything unique to Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker- dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s 's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, fraud, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s Foreside's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s 's actions (or failures to act act) pursuant to any Non-Standard Dealer Agreement; Agreement that (i) are not typically performed by the Distributor under the Standard Dealer Agreement and (ii) Distributor has informed the Client that Distributor will not perform, (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer AgreementAgreement and the Client has approved such representation; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer AgreementAgreement and the Client has approved such indemnification. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees lndemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker- dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s 's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (cb) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”).. Ultimus Distribution Agreement MidBridge Private Markets Fund B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Non- Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders Shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker- dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Men-ill Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, unde1takings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s Foreside's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries inte1mediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Corporation to enter into any Non-Non- Standard Dealer Agreement, the Trust Corporation shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Corporation or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Non- Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both parties acknowledge and agrees agree that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Non- Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain broker-dealers (all such brokers referred to herein as the “Brokers”) may require that the Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s form of standard dealer agreement approved by the Fund (the “Standard Dealer Agreement”). B. To the extent that the Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to to: (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both parties acknowledge and agrees agree that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Non- Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of the Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both parties acknowledge and agrees agree that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In Notwithstanding the foregoing, in no event shall anything contained herein be so construed as to require the Fund to indemnify the Distributor Indemnitees or to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor Each party acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s 's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement to the extent such actions or failures to act relate to duties and obligations of the Distributor which are beyond the duties and obligations of the Distributor in the Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement, except to the extent such Losses arising out of or relating to each of (a), (b) or (c) result from the willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties or its reckless disregard of its obligations and duties under the Non-Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Non- Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.. Unified Distribution AgreementDecember 19, 2018 Page 8 of 18

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Non- Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.. Unified Distribution AgreementFebruary 1, 2019 Page 8 of 19

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Non- Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s commercially reasonable actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement. The Trust reserves the right to review Non-Standard Dealer Agreements from time to time.

Dealer Agreement Indemnification. A. Distributor Each party acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Merrill Lynch, UBS and Morgan Xxxxxxx (xxx such brokexx xxxexxxx xx herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s Foreside's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee indemnitee may incur arising out of or relating to (a) the Distributor’s Foreside's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both parties acknowledge and agrees agree that certain dealers large and significant broker- dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Non- Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor The Client acknowledges and agrees that certain dealers require that the Distributor may enter into dealer and/or selling agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakingsduties, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement, or lack certain representations, duties, and indemnification included in the Standard Dealer Agreement (“Non-Standard Obligations,” and collectively with Non-Standard Duties, “Non-Standard Obligations”). B. . To the extent that Distributor is requested or required the Distributor,) after the review and approval by the Trust to enter Client, enters into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures any failure to act pursuant to perform any Non-Standard Obligations under any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification that the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees Indemnitee against any liability to the Trust Client or its shareholders to which the such Distributor Indemnitees Indemnitee would otherwise be subject by reason of its willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement to the extent that such duties and obligations are the responsibility of the Distributor in the Standard Dealer Agreement. For the avoidance of doubt, any dealer or selling agreement that materially deviates from the Standard Agreement shall be considered a “Non-Standard Dealer Agreement.”

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor Each party acknowledges and agrees that certain dealers large and significant broker-dealers, such as, without limitation, Merrill Lynch, UBS, and Morgan Stanlex (xxx sxxx xrokers-dealxxx xxfxxxxx xo herein as the “Brokers”), require that Distributor enter into certain dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard form of dealer agreement approved by the Fund’s Board (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required the Distributor, subject to the review and approval by the Trust to enter Trust, enters into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions any breach by Foreside of its duties or failures to act pursuant to any obligations under a Non-Standard Dealer Agreement to the extent that such duties or obligations are not enumerated as duties and obligations of Foreside in the Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement approved by the Board and utilized by Distributor under this Agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client, on behalf of the relevant Fund, shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; , (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer AgreementAgreement (such Losses, “Non-Standard Dealer Agreement Losses”). In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders or any other Client Indemnitees to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement. The Distributor shall act in good faith and in a commercially reasonable manner to mitigate any Non-Standard Dealer Agreement Losses to the extent reasonably possible or practicable.

Dealer Agreement Indemnification. A. Distributor acknowledges Both Parties acknowledge and agrees agree that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnifyindemnify for, defend from, and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s commercially reasonable actions or failures to act omissions pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such or substantively similar representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained Ultimus Distribution Agreement March 5, 2021 herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Non- Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders Shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer AgreementAgreement .

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client or Adviser to enter into any Non-Standard Dealer Agreement, the Trust Adviser shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement to the extent that Foreside is not obligated to take or omit to take such actions in the Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Non- Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that large and significant broker-dealers, such as (without limitation) Merrill Lynch, UBS and Morgan Stanley (all such brokers referred to hexxxx xx xxx "Brokers"), xxxxxrx xxxx Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s Foreside's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (cb) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders Shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement negotiated by the parties (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement to the extent such actions or failures to act would not have been required under the Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. The Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that the Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust a Fund to enter into any Non-Standard Dealer Agreement, the Trust such Fund shall indemnify, defend and hold the Distributor Indemnitees Indemnitee free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust a Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Distributor’s obligations or duties under the Non-Standard NonStandard Dealer Agreement or by reason of the Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both parties acknowledge and agrees agree that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, after review and approval by the Trust Fund, the Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In Notwithstanding the foregoing, in no event shall anything contained herein be so construed as to require the Fund to indemnify the Distributor Indemnitees or to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement beyond performing those obligations which it would be required to perform pursuant to a Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer AgreementAgreement provided the Distributor does not have actual knowledge that those representations, when made, are untrue; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer AgreementAgreement that is reviewed and approved by the Fund, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client or Adviser to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client, on behalf of the relevant Fund, shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement to the extent such actions or failures to act arise out of duties and obligations of Distributor imposed under such Non-Standard Dealer Agreement which are not duties and obligations of Distributor under the Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees lndemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker- dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement. The Distributor will send the Fund a copy of any Non-Standard Dealer Agreement for review prior to execution.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under under, including the material representations and warranties contained in, the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Merrill Lynch, UBS and Morgan Xxxxxxx (xxx such brokexx xxxexxxx xx herein as the "Brokers"), require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Client to enter into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s 's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor Each party acknowledges and agrees that certain dealers large and significant broker- dealers, such as (without limitation) Mxxxxxx Lxxxx, UBS and Mxxxxx Sxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter enters into any Non-Standard Dealer Agreement, the Trust Client shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Client or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker- dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust Funds to enter into any Non-Standard Dealer Agreement, the Trust Funds shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the DistributorForeside’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor Foreside in any Non-Standard Dealer Agreement to the extent that the Distributor Foreside is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor Foreside under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor Foreside provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Funds or its their shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Non- Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. The Distributor acknowledges and agrees that certain large and significant broker-dealers (all such brokers referred to herein as the “Brokers”), require that the Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that the Distributor is requested or required by the Trust Fund to enter into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of the Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker- dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges Both parties acknowledge and agrees agree that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required Distributor, after review and approval by the Trust to enter Fund, enters into any Non-Standard Dealer Agreement, the Trust Fund shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the a Distributor Indemnitees Indemnitee against any liability to the Trust Fund or its shareholders to which the Distributor Indemnitees Indemnitee would otherwise be subject by reason of its willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers require that Distributor enter into dealer agreements (the “"Non-Standard Dealer Agreements”") that contain certain representations, undertakings, and indemnification that are not included in the Distributor’s 's standard dealer agreement (the “"Standard Dealer Agreement”"). B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Non- Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s 's actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s 's obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s 's reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust, as evidenced by a written request or demand authorized by the Board of Trustees of the Trust and signed by an officer thereof, to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the The Distributor in any Non-Standard Dealer Agreement to the extent that the The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

Dealer Agreement Indemnification. A. The Distributor acknowledges and agrees that certain dealers large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that the Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings, undertakings and indemnification that are not included in the Distributor’s standard dealer agreement (the “Standard Dealer Agreement”). B. To the extent that Distributor is requested or required by the Trust a Fund to enter into any Non-Standard Dealer Agreement, the Trust such Fund shall indemnify, defend and hold the Distributor Indemnitees Indemnitee free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by the Distributor in any Non-Standard Dealer Agreement to the extent that the Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification the Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust a Fund or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of the Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.