Common use of Indemnification by Underwriter Clause in Contracts

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify and to hold harmless the Dealer and each person, if any, who controls the Dealer within the meaning of Section 15 of the Securities Act of 1933 (the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and against any and all losses, claims, demands or liabilities (or actions in respect thereof), joint or several, to which the Defendants may become subject under the Act, at common law or otherwise (including any legal or other expense reasonably incurred in connection therewith), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or allegedly untrue statement of a material fact contained in the then current Prospectus (and/or Statement of Additional Information, if any) of the Funds or arise out of or are based upon the omission or alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this indemnity agreement is subject to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counsel. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement of any litigation or proceedings against the Underwriter or the Funds or any of their directors or officers, in connection with the offer or sale of shares of the Funds to the public. The Underwriter's obligation under this paragraph shall survive the termination of this Agreement.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify and to hold harmless the Dealer Company, each of its directors, each of its officers who has signed or signs the Registration Statement, and each person, if any, person who controls the Dealer Company within the meaning of Section 15 of the Securities Act of 1933 (the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") , from and against any and all losses, claims, demands damages or liabilities (or actions in respect thereof)liabilities, joint or several, to which the Defendants they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise (including any legal or other expense reasonably incurred in connection therewith)otherwise, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or allegedly alleged untrue statement of a material fact contained in the then current Registration Statement, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or any amendment thereof or supplement thereto, or in a Blue Sky Application, or (and/or Statement of Additional Information, if anyii) of the Funds or arise out of or are based upon the omission or the alleged omission to state therein in any such Registration Statement, Preliminary Prospectus or Prospectus, amendment thereof or supplement thereto, or Blue Sky Application a material fact that is required to be stated therein or necessary to make the statements thereinmade therein not misleading, in light each case to the extent, but only to the extent, that the same was made therein or omitted therefrom in reliance upon and in conformity with written information furnished to the Company by or on behalf of you or such Underwriter specifically for use in the circumstances under which they were madepreparation thereof, not misleading; provided that this and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against any such loss, claim, damage, liability or action. This indemnity agreement is subject will be in addition to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counsel. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement of any litigation or proceedings against the Underwriter or the Funds or any of their directors or officers, in connection with the offer or sale of shares of the Funds to the public. The Underwriter's obligation under this paragraph shall survive the termination of this Agreementmay otherwise have.

Indemnification by Underwriter. The Underwriter hereby agrees agrees, to the extent of and in the same manner as set forth in Section 9 above, to indemnify and to hold harmless the Dealer Company, the directors of the Company and each person, if any, who controls the Dealer Company within the meaning of Section 15 of the Securities Act of 1933 with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and against any and all losses, claims, demands or liabilities (or actions in respect thereof), joint or several, to which the Defendants may become subject Units under the Actblue sky or securities laws thereof, at common law if such statement or otherwise (including any legal or other expense reasonably incurred omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Underwriter on its behalf specifically for use in connection therewith), insofar as with the preparation thereof or supplement thereto. The Underwriter shall not be liable for amounts paid in settlement of any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or allegedly untrue statement of a material fact contained in litigation if such settlement was effected without the then current Prospectus (and/or Statement of Additional Information, if any) consent of the Funds or arise out Underwriter. In case of or are based upon the omission or alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this indemnity agreement is subject to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant action in respect of which indemnification indemnity may be sought from the Underwriter on account of its the indemnity agreement contained in this Section10, each person agreed to be indemnified by the preceding sentenceUnderwriter shall have the same obligation to notify the Underwriter as the Underwriter have toward the Company in Section 9 above, subject to the same loss of indemnity in the event such Defendant notice is not given, and the Underwriter shall with reasonable promptness give notice have the same right to participate in writing (and, to the extent that it shall wish, to direct) the defense of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate action at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suitexpense, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it of recognized standing and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counselCompany. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, Company promptly of the commencement of any litigation or proceedings proceeding against the Underwriter Underwriter,, or the Funds or against any such controlling person, of their directors or officerswhich it may be advised, in connection with the offer or issue and sale of shares any of the Funds securities of the Company, and to furnish to the public. The Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Underwriter's obligation under this paragraph shall survive expense, and permit the termination of this AgreementCompany to be an observer therein.

Indemnification by Underwriter. The Underwriter hereby agrees agrees, to the extent of and in the same manner as set forth in subsection 6.01 above, to indemnify and to hold harmless the Dealer Company, the directors of the Company and each person, if any, who controls the Dealer Company within the meaning of Section 15 of the Securities Act of 1933 with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and against any and all losses, claims, demands or liabilities (or actions in respect thereof), joint or several, to which the Defendants may become subject Shares under the Actblue sky or securities laws thereof, at common law or otherwise (including any legal information furnished pursuant to Section 3.09 hereof, if such statement or other expense reasonably incurred omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Underwriter on its behalf specifically for use in connection therewith), insofar as with the preparation thereof or supplement thereto. The Underwriter shall not be liable for amounts paid in settlement of any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or allegedly untrue statement of a material fact contained in litigation if such settlement was effected without the then current Prospectus (and/or Statement of Additional Information, if any) consent of the Funds or arise out Underwriter. In case of or are based upon the omission or alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this indemnity agreement is subject to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant action in respect of which indemnification indemnity may be sought from the Underwriter on account of its the indemnity agreement contained in this subsection 6.02, each person agreed to be indemnified by the preceding sentenceUnderwriter shall have the same obligation to notify the Underwriter as the Underwriter have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such Defendant notice is not given, and the Underwriter shall with reasonable promptness give notice have the same right to participate in writing (and, to the extent that it shall wish, to direct) the defense of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate action at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suitexpense, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it of recognized standing and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counselCompany. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, Company promptly of the commencement of any litigation or proceedings proceeding against the Underwriter Underwriter,, or the Funds or against any such controlling person, of their directors or officerswhich it may be advised, in connection with the offer or issue and sale of shares any of the Funds securities of the Company, and to furnish to the public. The Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Underwriter's obligation under this paragraph shall survive expense, and permit the termination of this AgreementCompany to be an observer therein.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify indemnifies and to hold holds harmless the Dealer Company, each of its directors, each nominee (if any) for director named in the Prospectus, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Dealer Company within the meaning of Section 15 of the Securities Act of 1933 (Act, and the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") Selling Stockholders from and against any and all losses, claims, demands or liabilities (or actions in respect thereof), joint or several, Liabilities to which the Defendants Company or any such director, nominee, officer or controlling person and/or the Selling Stockholders may become subject under the Act, at common law Act or otherwise (including any legal or other expense reasonably incurred in connection therewith)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) Liabilities arise out of or are based upon (i) any untrue statement or allegedly alleged untrue statement of a any material fact contained in the then current Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, or (and/or Statement of Additional Information, if anyii) of the Funds or arise out of or are based upon the omission or the alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading; provided that this indemnity agreement is subject each case to the condition extent, but only to the extent, that notice be given as provided below. Upon any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the presentation in writing of Registration Statement or any claim amendment thereto, or the commencement Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through you, by or on behalf of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to the Underwriter, but failure so to give such notice specifically for use in the preparation thereof. In no event shall not relieve the Underwriter from be liable under this Section 6(b) for any liability that it may have amount in excess of the compensation received by such Underwriter, in the form of underwriting discounts or otherwise, pursuant to the Defendants otherwise than on account of said indemnity agreementthis Agreement or any other agreement contemplated hereby. The Underwriter foregoing indemnity shall be entitled in addition to participate at its own expense in the defenseany other liability, or, if it so elects, to assume the defense of which any such claim or suit, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counsel. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement of any litigation or proceedings against the Underwriter or the Funds or any of their directors or officers, in connection with the offer or sale of shares of the Funds to the public. The Underwriter's obligation under this paragraph shall survive the termination of this Agreementmay otherwise have.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify and to hold harmless the Dealer Company, each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Dealer Company within the meaning of Section 15 of the Securities Act of 1933 (collectively, the "ActCompany Indemnified Parties") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and against any and all losses, claims, demands damages, liabilities or liabilities expenses (or actions including, unless the Underwriter elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in respect thereofconnection therewith), joint or several, to which the Defendants may become subject under the Act, at common law or otherwise (including any legal or other expense reasonably incurred in connection therewith), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon the Securities Act, the Exchange Act or any untrue other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or any such document, as from time to time amended and supplemented) includes or allegedly includes an untrue statement of a material fact contained in the then current Prospectus (and/or Statement of Additional Information, if any) of the Funds or arise out of omits or are based upon the omission or alleged omission allegedly omits to state therein a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading; provided that this indemnity agreement is subject , but only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to Company by the Underwriter, directly or through an agent of the Underwriter, specifically for use in the preparation thereof, and the parties acknowledge and agree that the only information furnished by the Underwriter to the Company for inclusion in any Preliminary Prospectus, the Registration Statement or the Prospectus, as from time to time amended or supplemented, is the information under the caption "Underwriting" in the Prospectus that does not describe this Agreement; provided, however, that in no case is the Underwriter to be liable with respect to any claims made against any Company Indemnified Party against whom the action is brought unless such Company Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party, but failure so to give notify the Underwriter of such notice claim shall not relieve the Underwriter it from any liability that which it may have to any Company Indemnified Party except to the Defendants extent such failure prejudices the Underwriter's defense of such action or otherwise than on account of said its indemnity agreementagreement contained in this paragraph. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such claim or suitliability, but but, if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to it. In the Defendants who are parties to such suit or against whom such claim is presented. If event that the Underwriter elects to assume the defense of any such suit and retain such counsel as herein providedcounsel, such Defendant the Company Indemnified Parties or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counselrespectively. The Underwriter agrees shall not be liable to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement indemnify any person for any settlement of any litigation or proceedings against such claim effected without the Underwriter's consent. This indemnity agreement is not exclusive and will be in addition to any liability which the Underwriter might otherwise have and shall not limit any rights or the Funds remedies which may otherwise be available at law or in equity to any of their directors or officers, in connection with the offer or sale of shares of the Funds to the public. The Underwriter's obligation under this paragraph shall survive the termination of this AgreementCompany Indemnified Party.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify and to hold harmless the Dealer and each personTrust or any such person who has been, if anyis, who controls the Dealer within the meaning of Section 15 or may hereafter be, an officer, trustee or employee of the Securities Act of 1933 (the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and Trust against any and all lossesloss, claims, demands damage or liabilities (or actions in respect thereof), joint or several, to which the Defendants may become subject under the Act, at common law or otherwise (including any legal or other expense reasonably incurred by any of them in connection therewith)with any claim or in connection with any action, insofar as such lossessuit or proceeding to which any of them may be a party, claims, damages which arises out of or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in the then current Prospectus (and/or Statement of Additional Informationfact, if any) of the Funds or arise out of or are based upon the omission or alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements thereinmade not misleading, in light on the part of the circumstances under which they were madeUnderwriter or any agent or employee of the Underwriter or any other person for whose acts the Underwriter is responsible or is alleged to be responsible, not misleading; provided that this indemnity agreement is subject unless such statement or omission was made in reliance upon written information furnished by the Trust. The Underwriter likewise agrees to indemnify and hold harmless the condition that notice be given as provided below. Upon the presentation Trust and each such person in writing of connection with any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counsel. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement of any litigation or proceedings against the Underwriter or the Funds or any of their directors or officers, in connection with the offer any action, suit or sale proceeding which arises out of shares or is alleged to arise out of the Funds Underwriter's failure to the publicexercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares, including Distributed Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with the Underwriter's obligation under this paragraph consent. The foregoing rights of indemnification shall survive be in addition to any other rights to which the termination Trust or a trustee may be entitled as a matter of this Agreementlaw.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify and to hold harmless the Dealer Company, each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Dealer Company within the meaning of Section 15 of the Securities Act of 1933 (collectively, the "ActCompany Indemnified Parties") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and against any and all losses, claims, demands damages, liabilities or liabilities expenses (or actions including, unless the Underwriter elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in respect thereofconnection therewith), joint or several, to which the Defendants may become subject under the Act, at common law or otherwise (including any legal or other expense reasonably incurred in connection therewith), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon the Securities Act, the Exchange Act or any untrue other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that the Registration Statement or the Prospectus (as from time to time amended and supplemented) includes or allegedly includes an untrue statement of a material fact contained in the then current Prospectus (and/or Statement of Additional Information, if any) of the Funds or arise out of omits or are based upon the omission or alleged omission allegedly omits to state therein a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading; provided that this indemnity agreement is subject , but only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to Company by the Underwriter, directly or through an agent of the Underwriter, specifically for use in the preparation thereof, and the parties acknowledge and agree that the only information furnished by the Underwriter to the Company for inclusion in the Prospectus, as from time to time amended or supplemented, is the information under the caption "Underwriting" in the Prospectus that does not describe this Agreement; provided, however, that in no case is the Underwriter to be liable with respect to any claims made against any Company Indemnified Party against whom the action is brought unless such Company Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party, but failure so to give notify the Underwriter of such notice claim shall not relieve the Underwriter it from any liability that which it may have to any Company Indemnified Party except to the Defendants extent such failure prejudices the Underwriter's defense of such action or otherwise than on account of said its indemnity agreementagreement contained in this paragraph. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such claim or suitliability, but but, if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to it. In the Defendants who are parties to such suit or against whom such claim is presented. If event that the Underwriter elects to assume the defense of any such suit and retain such counsel as herein providedcounsel, such Defendant the Company Indemnified Parties or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counselrespectively. The Underwriter agrees shall not be liable to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement indemnify any person for any settlement of any litigation or proceedings against such claim effected without the Underwriter's consent. This indemnity agreement is not exclusive and will be in addition to any liability which the Underwriter might otherwise have and shall not limit any rights or the Funds remedies which may otherwise be available at law or in equity to any of their directors or officers, in connection with the offer or sale of shares of the Funds to the public. The Underwriter's obligation under this paragraph shall survive the termination of this AgreementCompany Indemnified Party.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify indemnifies and to hold holds harmless the Dealer Company, each of its directors, each nominee (if any) for director named in the Prospectus, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Dealer Company within the meaning of Section 15 of the Securities Act of 1933 (the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") , from and against any and all losses, claims, demands or liabilities (or actions in respect thereof), joint or several, Liabilities to which the Defendants Company or any such director, nominee, officer or controlling person may become subject under the Act, at common law Act or otherwise (including any legal or other expense reasonably incurred in connection therewith)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) Liabilities arise out of or are based upon (i) any untrue statement or allegedly alleged untrue statement of a any material fact contained in the then current Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, or (and/or Statement of Additional Information, if anyii) of the Funds or arise out of or are based upon the omission or the alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements thereintherein not misleading, in light each case to the extent, but only to the extent, that any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through you, by or on behalf of such Underwriter, specifically for use in the preparation thereof. In no event shall the Underwriter be liable under this Section 6(b) for any amount in excess of the circumstances under which they were made, not misleading; provided that this indemnity agreement is subject to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to compensation received by the Underwriter, but failure so in the form of underwriting discounts or otherwise, pursuant to give such notice this Agreement or any other agreement contemplated hereby. The foregoing indemnity shall not relieve be in addition to any other liability which the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counsel. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement of any litigation or proceedings against the Underwriter or the Funds or any of their directors or officers, in connection with the offer or sale of shares of the Funds to the public. The Underwriter's obligation under this paragraph shall survive the termination of this Agreementhave.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify and to hold harmless the Dealer and each personCompany or any such person who has been, if anyis, who controls the Dealer within the meaning of Section 15 or may hereafter be, an officer, director or employee of the Securities Act of 1933 (the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and Company against any and all lossesloss, claims, demands damage or liabilities (or actions in respect thereof), joint or several, to which the Defendants may become subject under the Act, at common law or otherwise (including any legal or other expense reasonably incurred by any of them in connection therewith)with any claim or in connection with any action, insofar as such lossessuit or proceeding to which any of them may be a party, claims, damages which arises out of or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in the then current Prospectus (and/or Statement of Additional Informationfact, if any) of the Funds or arise out of or are based upon the omission or alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements thereinmade not misleading, in light on the part of the circumstances under which they were madeUnderwriter or any agent or employee of the Underwriter or any other person for whose acts the Underwriter is responsible or is alleged to be responsible, not misleading; provided that this indemnity agreement is subject unless such statement or omission was made in reliance upon written information furnished by the Company. The Underwriter likewise agrees to indemnify and hold harmless the condition that notice be given as provided below. Upon the presentation Company and each such person in writing of connection with any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counsel. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement of any litigation or proceedings against the Underwriter or the Funds or any of their directors or officers, in connection with the offer any action, suit or sale proceeding which arises out of shares or is alleged to arise out of the Funds Underwriter's failure to the publicexercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with the Underwriter's obligation under this paragraph consent. The foregoing rights of indemnification shall survive be in addition to any other rights to which the termination Company or a director may be entitled as a matter of this Agreementlaw.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify and to hold harmless the Dealer and each personTrust or any such person who has been, if anyis, who controls the Dealer within the meaning of Section 15 or may hereafter be, an officer, trustee or employee of the Securities Act of 1933 (the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and Trust against any and all lossesloss, claims, demands damage or liabilities (or actions in respect thereof), joint or several, to which the Defendants may become subject under the Act, at common law or otherwise (including any legal or other expense reasonably incurred by any of them in connection therewith)with any claim or in connection with any action, insofar as such lossessuit or proceeding to which any of them may be a party, claims, damages which arises out of or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in the then current Prospectus (and/or Statement of Additional Informationfact, if any) of the Funds or arise out of or are based upon the omission or alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements thereinmade not misleading, in light on the part of the circumstances under which they were madeUnderwriter or any agent or employee of the Underwriter or any other person for whose acts the Underwriter is responsible or is alleged to be responsible, not misleading; provided that this indemnity agreement is subject unless such statement or omission was made in reliance upon written information furnished by the Trust. The Underwriter likewise agrees to indemnify and hold harmless the condition that notice be given as provided below. Upon the presentation Trust and each such person in writing of connection with any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counsel. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement of any litigation or proceedings against the Underwriter or the Funds or any of their directors or officers, in connection with the offer any action, suit or sale proceeding which arises out of shares or is alleged to arise out of the Funds Underwriter’s failure to the publicexercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The Underwriter's obligation under this paragraph shall survive the termination term “expenses” for purposes of this Agreementand the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with the Underwriter’s consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or a trustee may be entitled as a matter of law.

Indemnification by Underwriter. The Underwriter hereby agrees to indemnify and to hold harmless the Dealer and each person, if any, who controls the Dealer within the meaning of Section 15 of the Securities Act of 1933 (the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and against any and all losses, claims, demands or liabilities (or actions in respect thereof), joint or several, to which the Defendants may become subject under the Act, at common law or otherwise (including any legal or other expense expenses reasonably incurred in connection therewith), ,) insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or allegedly untrue statement of a material fact contained in the then current Prospectus (and/or Statement of Additional Information, if any) of the Funds or arise out of or are based upon the omission or alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this indemnity agreement is subject to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant defendant in respect of which indemnification may be sought from the Underwriter on account of its agreement contained in the preceding sentence, such Defendant shall with reasonable promptness give notice in writing of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; , provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counsel. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, of the commencement of any litigation or proceedings against the Underwriter or the Funds or any of their directors or officers, in connection with the offer or sale of shares of the Funds to the public. The Underwriter's obligation under this paragraph shall survive the termination of this Agreement.

Indemnification by Underwriter. The Underwriter hereby agrees agrees, to the extent of and in the same manner as set forth in subsection 6.01 above, to indemnify and to hold harmless the Dealer Company, the directors of the Company and each person, if any, who controls the Dealer Company within the meaning of Section 15 of the Securities Act of 1933 with respect to any statement in or omission from the Registration Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the "Act") and their respective successors and assigns (hereinafter in this paragraph separately and collectively referred to as the "Defendants") from and against any and all losses, claims, demands or liabilities (or actions in respect thereof), joint or several, to which the Defendants may become subject Shares under the Actblue sky or securities laws thereof, at common law or otherwise (including any legal information furnished pursuant to Section 3.09 hereof, if such statement or other expense reasonably incurred omission was made in reliance upon information and furnished in writing to the Company by the Underwriter on its behalf specifically for use in connection therewith), insofar as with the preparation thereof or supplement thereto. The Underwriter shall not be liable for amounts paid in settlement of any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or allegedly untrue statement of a material fact contained in litigation if such settlement was effected without the then current Prospectus (and/or Statement of Additional Information, if any) consent of the Funds or arise out Underwriter. In case of or are based upon the omission or alleged omission to state therein a material fact that is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this indemnity agreement is subject to the condition that notice be given as provided below. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant action in respect of which indemnification indemnity may be sought from the Underwriter on account of its the indemnity agreement contained in this subsection 6.02, each person agreed to be indemnified by the preceding sentenceUnderwriter shall have the same obligation to notify the Underwriter as the Underwriter have toward the Company in subsection 6.01 above, subject to the same loss of indemnity in the event such Defendant notice is not given, and the Underwriter shall with reasonable promptness give notice have the same right to participate in writing (and, to the extent that it shall wish, to direct) the defense of such suit to the Underwriter, but failure so to give such notice shall not relieve the Underwriter from any liability that it may have to the Defendants otherwise than on account of said indemnity agreement. The Underwriter shall be entitled to participate action at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suitexpense, but if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it of recognized standing and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the Underwriter elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the Underwriter; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the Underwriter and its counselCompany. The Underwriter agrees to notify the Dealer promptly, as soon as it has knowledge thereof, Company promptly of the commencement of any litigation or proceedings proceeding against the Underwriter Underwriter,, or the Funds or against any such controlling person, of their directors or officerswhich it may be advised, in connection with the offer or issue and sale of shares any of the Funds securities of the Company, and to furnish to the public. The Company at its request copies of all pleadings therein and apprise it of all the developments therein, all at the Underwriter's obligation under this paragraph shall survive expense, and permit the termination of this AgreementCompany to be an observer therein.