Common use of Indemnification of Distributor Clause in Contracts

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

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

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect Newport Beach, California, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in the case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any shares. No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of its Sharesthis Section 15, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This Section 15 shall survive the termination of this Contract.

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect Newport Beach, California, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 16. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in the case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

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

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.

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

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect New York, New York, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

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

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

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect Newport Beach, California, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust's representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor's officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement or alleged untrue statement of a material fact or omitted an omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements made therein not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

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

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the SEC as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect New York, New York, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 14. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust's representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor's officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

Indemnification of Distributor. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act (each, a “Distributor Indemnified Party”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of (i) any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading, (ii) an Authorized Participant’s failure to initially or subsequently fulfill the Trust’s creditworthiness standards or (iii) the failure to apply or inaccurate application of the Trust’s creditworthiness standards. However, the Trust does not agree to indemnify the any Distributor Indemnified Party or hold it harmless to the extent that the statements statement or omission under paragraph (i) was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributorsuch Distributor Indemnified Party. In no case (i) is the indemnity of the Trust to be deemed to protect the any Distributor Indemnified Party against any liability to the Trust or its Shareholders to which the such Distributor or such person Indemnified Party otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the any Distributor Indemnified Party under the indemnity agreement contained in this paragraph with respect to any claim made against the such Distributor or any person indemnified Indemnified Party unless the Distributor or other person the Distributor Indemnified Party shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person Distributor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust will also not indemnify any indemnitee with respect to any untrue statement or omission made in the registration statement or prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereof) if a copy of the prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim damage or expense at or before the written purchase confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor of the amendment or supplement prior to the sending of the confirmation. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.

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

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

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

Indemnification of Distributor. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors directors, employees, affiliates and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statementRegistration Statement, prospectus, Shareholder reports or other information made available to Distributor or filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the any such statements or omission was omissions were made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or . The indemnification rights hereunder shall include (ii) is the Trust to be liable to the Distributor under extent permitted by the indemnity agreement contained 1933 Act and the 0000 Xxx) the right to reasonable advances of defense expenses in this paragraph the event of any pending or threatened litigation or action with respect to which indemnification hereunder may ultimately be merited. If in any claim made against case the Trust is asked to indemnify or hold the Distributor or any person indemnified unless harmless, the Distributor or other person shall have notified promptly advise the Trust in writing of the claim within a reasonable time after pertinent facts concerning the summons or other first written notification giving information of the nature of the claim shall have been served upon situation in question, and the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of any such a claim for indemnification, but failure to do so shall not relieve affect the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphrights hereunder. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit Distributor, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants Distributor shall bear the fees and expenses of any additional counsel retained by themit. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants Distributor for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor. The Trust agrees to notify provisions of this Article 6 shall survive the Distributor promptly termination of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Sharesthis Agreement.

Indemnification of Distributor. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act (each, a “Distributor Indemnified Party”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), based upon the 1933 Act or any other statute or common law and arising by reason of (i) any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading; (ii) an Authorized Participant’s failure to initially or subsequently fulfill the Trust’s creditworthiness standards; or (iii) the failure to apply or inaccurate application of the Trust’s creditworthiness standards. However, the Trust does not agree to indemnify the any Distributor Indemnified Party or hold it harmless to the extent that the statements statement or omission under paragraph (i) was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributorsuch Distributor Indemnified Party. In no case (i) is the indemnity of the Trust to be deemed to protect the any Distributor Indemnified Party against any liability to the Trust or its Shareholders to which the such Distributor or such person Indemnified Party otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, ; or (ii) is the Trust to be liable to the any Distributor Indemnified Party under the indemnity agreement contained in this paragraph with respect to any claim made against the such Distributor or any person indemnified Indemnified Party unless the Distributor or other person the Distributor Indemnified Party, as the case may be, shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person Distributor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust will also not indemnify any indemnitee with respect to any untrue statement or omission made in the registration statement or prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereof) if a copy of the prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim damage or expense at or before the written purchase confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor of the amendment or supplement prior to the sending of the confirmation. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect Newport Beach, California, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in the case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust's representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor's officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each persondirectors (or persons performing similar functions as a director of a corporation, if any, together “directors”) and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and directors or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect New York, New York, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which that it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect New York, New York, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 16. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in the case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Shares.

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

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

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement or alleged untrue statement of a material fact or omitted an omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements made therein not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

Indemnification of Distributor. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors trustees and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim, damagesor expense, or expense and any reasonable counsel fees and disbursements incurred in connection therewith), including claims by third parties, arising by reason of any person acquiring any Shares, based upon the ground that the registration statementRegistration Statement, prospectusProspectuses, Statements of Additional Information, Shareholder reports Reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the its performance of its duties or by reason of its reckless disregard of failure to exercise due care in rendering its obligations services and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph section with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphsection. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.

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

Indemnification of Distributor. The Trust Company agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim, damagesor expense, or expense and any reasonable counsel fees and disbursements incurred in connection therewith), including claims of third parties, arising by reason of any person acquiring any Shares, based upon the ground that the registration statementRegistration Statement, prospectusProspectuses, Statements of Additional Information, Shareholder reports Reports or other information filed or made public by the Trust Company (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust Company does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust Company by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust Company to be deemed to protect the Distributor against any liability to the Trust Company or its Shareholders shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the its performance of its duties or by reason of its reckless disregard of failure to exercise due care in rendering its obligations services and duties under this Agreement, or (ii) is the Trust Company to be liable to the Distributor under the indemnity agreement contained in this paragraph section with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust Company in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust Company of any claim shall not relieve the Trust Company from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphsection. The Trust Company shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust Company agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each persondirectors (or persons performing similar functions as a director of a corporation, if any, together “directors”) and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and directors or any such controlling person may reasonably incur under the 1933 Act, the 1940 Act, the common law or otherwise, directly arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or directly arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or facsimile addressed to the Distributor under the indemnity agreement contained Trust at its principal office (currently in this paragraph with respect London, England), and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which that it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

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

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

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

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

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

Indemnification of Distributor. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors trustees and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim, damagesor expense, or expense and any reasonable counsel fees and disbursements incurred in connection therewith), including claims by third parties, arising by reason of any person acquiring any Shares, based upon the ground that the registration statementRegistration Statement, prospectusProspectuses, Statements of Additional Information, Shareholder reports Reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the its performance of its duties or by reason of its reckless disregard of failure to exercise due care in rendering its obligations services and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph section with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphsection. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.retained

Indemnification of Distributor. The Trust agrees to indemnify ------------------------------ and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares. The Distributor's rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited if a majority of the disinterested Trustees or independent legal counsel determines that there is a reasonable belief that indemnification ultimately will be permissible. However, if it is ultimately determined that the Distributor is not entitled to indemnification, all funds advanced must be returned to the Trust. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Distributor harmless, a determination must be made either by a vote of a majority of the disinterested Trustees or by opinion or independent legal counsel that indemnification is available. In addition, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the Distributor's rights hereunder.

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

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect Newport Beach, California, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in the case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement or alleged untrue statement of a material fact or omitted an omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements made therein not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.Shares or Creation Units. ETF - 2014

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

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 7 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any actual loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted an omission to state a material fact required to be stated or necessary in order to make the statements made therein not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. HoweverNotwithstanding the immediately preceding sentence, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith faith, fraud or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or such other person shall have has notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. Distributor shall endeavor to provide the Fund such reasonable estimates, including reasonable estimates related to amounts incurred for services provided hereunder, in connection with claims for which Distributor seeks indemnity from the Fund. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement, provided that the Trust’s continuing obligations to indemnify Distributor after the termination of this Agreement shall relate to solely those claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) sustained in connection with Distributor’s provision of services pursuant to this Agreement. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

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

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

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. Diamond Hill 3 The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

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

Indemnification of Distributor. The Trust Fund agrees to indemnify and hold harmless the Distributor and each of its directors directors, employees, affiliates and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder reports or other information made available to Distributor or filed or made public by the Trust Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust Fund does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust Fund to be deemed to protect the Distributor against any liability to the Trust Fund or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, . The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph threatened litigation or action with respect to which indemnification hereunder may ultimately be merited. If in any claim made against case Trust is asked to indemnify or hold the Distributor or any person indemnified unless harmless, the Distributor or other person shall have notified promptly advise the Trust in writing Fund of the claim within a reasonable time after pertinent facts concerning the summons or other first written notification giving information of the nature of the claim shall have been served upon situation in question, and the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such other person (or after the Distributor or the person shall have received notice of service on any designated agent). Howevera claim for indemnification, but failure to notify the Trust of any claim do so shall not relieve affect the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphrights hereunder. The Trust Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the indemnified defendants in the suit Distributor, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the indemnified defendants Distributor shall bear the fees and expenses of any additional counsel retained by themit. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the indemnified defendants Distributor for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor. The Trust agrees to notify provisions of this Article 6 shall survive the Distributor promptly termination of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Sharesthis Agreement.

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

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements except if such statement or omission was made in reliance upon, and in conformity with, information furnished to or omitted at the Trust by or on behalf direction of the Distributor. In no case (i) is the indemnity of the Trust to This Agreement shall not be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) . This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect New York, New York, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 14. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in the case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them in the reasonable discretion of the Distributor or the Distributor's officers and directors or the controlling person or persons. This indemnity agreement and the Trust's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor's officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

Indemnification of Distributor. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any SharesShares or Creations Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Registration Statement filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Registration Statement, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each persondirectors (or persons performing similar functions as a director of a corporation, if any, together “directors”) and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and directors or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or facsimile addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect New York, New York, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which that it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 14. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the SEC as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect Newport Beach, California, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. The Trust agrees to notify In addition, the Distributor promptly shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the commencement Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust's representations and warranties in this Contract shall remain operative and in full force and effect regardless of any litigation investigation made by or proceedings against it on behalf of the Distributor, its officers and directors or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.such controlling 7

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

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

Indemnification of Distributor. The Trust Company, on behalf of each Fund, severally, and not jointly, agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder reports reports, sales literature or other information filed or made public by the Trust Company (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust Company does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust Company by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust Company to be deemed to protect the Distributor against any liability to the Trust Company or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or duties, by reason of its reckless disregard of its obligations and duties under this Agreement, by reason of its material breach of this Agreement or by reason of its failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder or (ii) is the Trust Company to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 7 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust Company in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust Company of any claim shall not relieve the Trust Company from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust Company shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust Company agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees Directors in connection with the issuance or sale of any of its Shares.

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

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust on behalf of a Fund, (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. Aptus The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

Indemnification of Distributor. The Trust Fund agrees to ------------------------------ indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, Shares and based upon the ground allegation that the registration statement, prospectusprospectus (other than an omitting prospectus prepared pursuant to Rule 482 under the 1933 Act, unless such omitting prospectus has been specifically approved by the Fund), Shareholder reports or other information filed or made public by the Trust Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust Fund does not agree to indemnify the Distributor or any other person or hold it or them harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust Fund to be deemed to protect the Distributor or any other person against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its or his duties or by reason of its or his reckless disregard of its the obligations and duties under this Agreement, or (ii) is the Trust Fund to be liable to the Distributor under the indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person person, as the case may be, shall have notified the Trust Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the such person shall have received notice of service on any designated agent). However, failure to notify the Trust Fund of any claim shall not relieve the Trust Fund from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust Fund shall be entitled to participate participate, at its own expense expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendantsthem. The Trust Fund agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees Directors in connection with the issuance or sale of any of its Shares.

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect Newport Beach, California, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 14. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust's representations and warranties in this contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor's officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

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

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

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

Indemnification of Distributor. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act (each, a "Trust Indemnitee" and, collectively, the "Trust Indemnitees") against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) (collectively, "Losses"), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor a Trust Indemnitee or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributora Trust Indemnitee. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor or any other Trust Indemnitee against any liability to the Trust or its Shareholders to which the Distributor or such person Trust Indemnitee otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor or any other Trust Indemnitee under the indemnity agreement contained in this paragraph Article 7 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its SharesShares or Creation Units.

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

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

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

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

Indemnification of Distributor. The Trust Company agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason of any person acquiring any SharesShares or Creation Units, based upon the ground that the registration statement, prospectus, Shareholder shareholder reports or other information filed or made public by the Trust Company (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleadingmisleading or (ii) any breach of any representation, warranty or covenant made by the Company in this Agreement. However, the Trust Company does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust Company by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust Company to be deemed to protect the Distributor against any liability to the Trust Company or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust Company to be liable to the Distributor under the indemnity agreement contained in this paragraph Article 6 with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust Company in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust Company of any claim shall not relieve the Trust Company from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust Company shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain legal counsel, the indemnified defendants shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any legal counsel retained by the indemnified defendants. The Trust Company agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees Directors in connection with the issuance or sale of any of its SharesShares or Creation Units.

Indemnification of Distributor. The Trust Fund agrees to indemnify and hold harmless the Distributor and each of its directors directors, employees, affiliates and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder reports or other information made available to Distributor or filed or made public by the Trust Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust Fund does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust Fund to be deemed to protect the Distributor against any liability to the Trust Fund or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, . The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph threatened litigation or action with respect to which indemnification hereunder may ultimately be merited. If in any claim made against case the Fund is asked to indemnify or hold the Distributor or any person indemnified unless harmless, the Distributor or other person shall have notified promptly advise the Trust in writing Fund of the claim within a reasonable time after pertinent facts concerning the summons or other first written notification giving information of the nature of the claim shall have been served upon situation in question, and the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such other person (or after the Distributor or the person shall have received notice of service on any designated agent). Howevera claim for indemnification, but failure to notify the Trust of any claim do so shall not relieve affect the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphrights hereunder. The Trust Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the indemnified defendants in the suit Distributor, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the indemnified defendants Distributor shall bear the fees and expenses of any additional counsel retained by themit. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the indemnified defendants Distributor for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor. The Trust agrees to notify provisions of this Article 6 shall survive the Distributor promptly termination of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Sharesthis Agreement.

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

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

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements except if such statement or omission was made in reliance upon, and in conformity with, information furnished to or omitted at the Trust by or on behalf direction of the Distributor. In no case (i) is the indemnity of the Trust to This Agreement shall not be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) . This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by facsimile addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect New York, New York, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 14. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in the case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them in the reasonable discretion of the Distributor or the Distributor’s officers and directors or the controlling person or persons. This indemnity agreement and the Trust’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall promptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

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

Indemnification of Distributor. The Trust Company, on behalf of each Fund, agrees to indemnify indemnify, defend and hold harmless harmless, the Distributor and each of its directors and officers directors, officers, principals, representatives, employees and each person, if any, who controls controls, is controlled by or is under common control with, the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnified Parties”) from and against any lossand all losses, liability, claimclaims, damages or expense liabilities, joint or several, whatsoever (including the reasonable cost of investigating any investigation, legal or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements other expenses incurred in connection therewith)with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Distributor Indemnified Parties may become subject arising by reason of of, (i) any person acquiring claim that any Shares, based upon the ground that the registration statement, prospectus, Shareholder reports Prospectus or other information filed or made public by the Trust (Company or any document incorporated by reference therein or filed as from time to time amended) an exhibit thereto, or any marketing literature or materials included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (except to the extent such untrue statement or alleged untrue statement of a material fact in marketing literature or materials was provided by the Distributor or any affiliate of the Distributor), and will reimburse the Distributor for any legal or other expenses reasonably incurred by the Distributor in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any breach of any representation, warranty or covenant made not misleading. Howeverby the Company in this Agreement; provided, however, that the Trust Company does not agree to indemnify the Distributor or hold it harmless to the extent that the statements any such loss, claim, damage or omission was liability arises out of or is based upon an untrue statement or alleged untrue statement or alleged omissions made in reliance upon, upon and in conformity with, with written information furnished to the Trust Company by the Distributor or on behalf any affiliate of the Distributor. In no case (i) is The Distributor shall not be entitled to indemnification from the indemnity of Company or protected from liability under the Trust Agreement related to be deemed to protect the Distributor against any liability to the Trust claim directly caused by Distributor’s, or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasancedelegates’ gross negligence, bad faith faith, fraud, reckless disregard, willful misconduct or gross negligence criminal misconduct in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Sharesservices hereunder.

Indemnification of Distributor. The Trust agrees to indemnify indemnify, defend and hold harmless the Distributor and each of its directors and directors, officers and each personemployees (each, if anyan “Indemnified Party” and together, who controls the Distributor within the meaning of Section 15 of the 1933 Act “Indemnified Parties”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), (i) arising by reason out of any person acquiring any Shares, or based upon the ground any allegation that the registration statementRegistration Statement, prospectusProspectus, Shareholder reports Statement of Additional Information, shareholder reports, Communications with the Public or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and, in the case of the Prospectus and Statement of Additional Information, in light of the circumstances under which they were made) not misleading or (ii) any breach of any representation, warranty or covenant made not misleadingby the Trust in this Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless the Indemnified Parties to the extent that the statements statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust in favor of the Indemnified Parties to be deemed to protect the Distributor or any other Indemnified Party against any liability to the Trust or its Shareholders to which the Distributor or such person any other Indemnified Party otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the its indemnity agreement contained in this paragraph Article 7 with respect to any claim made against the Distributor or any person indemnified Indemnified Parties unless the Distributor or other person Indemnified Party shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person Indemnified Party (or after the Distributor or the person other Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person other Indemnified Party against whom such the action is brought otherwise than on account of its indemnity agreement contained in this paragraphArticle 7 unless failure or delay to so notify the Trust prejudices the Trust’s ability to defend against such claim. The Trust shall be entitled to participate at its own expense in the defense defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims claim subject to this indemnity provision. If , but, if the Trust elects to assume the defense of any such claim, the defense shall be conducted by legal counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit defendant(s) whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the indemnified defendants Indemnified Party defendant(s) shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants Indemnified Party defendant(s) for the reasonable fees and expenses of any legal counsel retained chosen by the indemnified defendantsIndemnified Party defendant(s) and satisfactory to the Trust, whose approval shall not be unreasonably withheld. The Trust agrees to notify the Distributor promptly of the commencement of any litigation litigation, regulatory action (including an investigation) or proceedings against it or any of its officers or Trustees trustees, officers, and employees in connection with the issuance or issue and sale of any of its SharesShares or Creation Units.

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

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

Indemnification of Distributor. The Trust agrees shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor and each of Distributor, its directors and officers and each person, if any, trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act Act, from and against any lossand all claims, liabilitydemands, claim, damages or expense liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith)) which the Distributor, its officers and trustees or any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising by reason out of any person acquiring any Shares, or based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an any alleged untrue statement of a material fact contained in the Registration Statement or omitted the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either or necessary in order to make the statements made in either not misleading. However, the Trust does This Contract shall not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed construed to protect the Distributor against any liability to the Trust or its Shareholders shareholders to which the Distributor or such person would otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) Contract. This indemnity agreement is expressly conditioned upon the Trust to being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be liable given by letter or by telegram addressed to the Distributor under the indemnity agreement contained Trust at its principal office in this paragraph with respect New York, New York, and sent to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of by the claim person against whom such action is brought within a reasonable time 10 days after the summons or other first written notification giving information of the nature of the claim legal process shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent)served. However, The failure to notify the Trust of any claim such action shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of its the indemnity agreement contained in this paragraphSection 15. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and satisfactory to approved by the indemnified defendants in the suit whose approval shall not be unreasonably withheldDistributor. In the event that If the Trust elects to assume the defense of any such suit and retain counselcounsel approved by the Distributor, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. If , but in case the Trust does not elect to assume the defense of a any such suit, it or in the case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the indemnified Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified defendantsDistributor or them. In addition, the Distributor shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its officers and directors or such controlling person to be represented by separate counsel, in which event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such controlling persons and their successors and estates. The Trust agrees to shall prom ptly notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or issue and sale of any of its Sharesshares.

Indemnification of Distributor. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason out of or relating to (i) the Distributor serving as distributor of the Trust pursuant to this Agreement; (ii) the Trust’s breach of any person acquiring of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Trust’s failure to comply with any Shares, based upon the ground applicable securities laws or regulations; or (iv) any claim that the registration statementRegistration Statement, prospectusProspectus, Shareholder reports reports, sales literature and advertising materials or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was omissions were made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, or in case the Distributor does not approve of counsel chosen by the Trust which approval shall not be unreasonably withheld, or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust and the indemnified defendants, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.