Common use of Indemnification of Distributor Clause in Contracts

Indemnification of Distributor. The Company agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an untrue statement of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein. In no case is the indemnity by the Trust in favor of the Distributor or any other person to be deemed to protect the Distributor or any other person against any liability to the Fund or its Shareholders to which the Distributor or such person otherwise would be subject by reason of gross negligence, willful misconduct, bad faith or fraud in the performance of its duties under or breach of this Agreement.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the its officers and directors or such control persons, for purposes of this Section 3.1, an “Distributor Indemnified PartiesIndemnitee”) ), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust’s Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee’s reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust’s Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor’s obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee’s notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in New York, New York, and sent to the Sponsor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indemnitee’s failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of shares.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, (i) arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) caused by the Trust’s 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, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein. In no case 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 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.

Indemnification of Distributor. The Company agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, directors and employees and each person, if any, any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyAct, the “Distributor Indemnified Parties”) free and harmless from and against any and all losses, claims, damages or liabilitiesdemands, joint or several, whatsoever liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any investigation, legal or other expenses counsel fees incurred in connection withtherewith) which the Distributor, its officers, directors and any amount paid in settlement of, any action, suit or proceeding employees or any claim asserted) to which any of such controlling person may incur, under the Distributor Indemnified Parties may become subject1933 Act or under common law or otherwise, arising out of or based upon (i) any claim that the Registration Statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Prospectus or that arising out of or based upon any Covered Documents omitted or omits alleged omission to state a material fact required to be stated therein or necessary to make the statements therein Prospectus not misleading, and will reimburse provided that in no event shall anything contained in this Agreement be construed so as to protect the Distributor for or such other parties against any legal liability to the Company or its shareholders to which the Distributor or such other expenses reasonably incurred parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of the reckless disregard of their obligations and duties under this Agreement, and further provided that, notwithstanding the foregoing, the Company shall not indemnify the Distributor or such other parties if such indemnification obligations arose, directly or indirectly, as a result of any alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Company for use in connection with investigating the Prospectus or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of upon any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) alleged omission to state a material fact in connection with its duties as such information required to be stated in the Prospectus or necessary to make such information not misleading. The Distributor pursuant agrees that it shall look only to the assets of the applicable Fund, and not to any other series of the Company, for satisfaction of any obligation created by this paragraph or otherwise arising under this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds Trust or are used by the Funds Trust (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; except to the extent that any such loss, claim, damage or liability pursuant to sub clauses (i), (ii) and (iii) of this Section 8.1 is caused by Distributor Indemnified Parties’ gross negligence, bad faith, fraud, reckless disregard, willful misconduct or criminal misconduct in the performance of the services hereunder; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor or any Distributor Indemnified Party in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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”"DISTRIBUTOR INDEMNIFIED PARTIES") from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”"COVERED DOCUMENTS") included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”"INTELLECTUAL PROPERTY") in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s 's rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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”"DISTRIBUTOR INDEMNIFIED PARTIES") from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”"COVERED DOCUMENTS") included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds Trust or are used by the Funds Trust (the “Intellectual Property”"INTELLECTUAL PROPERTY") in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s 's rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; except to the extent that any such loss, claim, damage or liability pursuant to sub clauses (i), (ii) and (iii) of this SECTION 8.1 is caused by Distributor Indemnified Parties' or Distributor's delegates' gross negligence, bad faith, fraud, reckless disregard, willful misconduct or criminal misconduct in the performance of the services hereunder; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. Covered Documents about the Distributor or any Distributor Indemnified Party in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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”"DISTRIBUTOR INDEMNIFIED PARTIES") from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”"COVERED DOCUMENTS") included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”"INTELLECTUAL PROPERTY") in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s 's rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this AgreementMADE BY THE TRUST IN THIS AGREEMENT; providedPROVIDED; PROVIDED, howeverHOWEVER, that the Company shall not be liable in any THAT THE TRUST SHALL NOT BE LIABLE IN ANY THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds 1 This language relates to additional services the Distributor may provide (e.g. marketing strategy services, ETF AP order taking services (not applicable here), and the Trust’s obligation to report any such fees to their Board. SEI – 262212v3 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Fund agrees to indemnify, defend and hold harmless, harmless the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Fund with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that the Company Fund shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Fund by the Distributor expressly for use therein. In no case is the indemnity by the Fund in favor of the Distributor or any other person to be deemed to protect the Distributor or any other person against any liability to the 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.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Corporation agrees to indemnify, defend and hold harmless, harmless the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Corporation with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that the Company Corporation shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Corporation by the Distributor expressly for use therein. In no case is the indemnity by the Corporation in favor of the Distributor or any other person to be deemed to protect the Distributor or any other person against any liability to the Corporation 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.

Indemnification of Distributor. The Company agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an untrue statement of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written (including any email or hand marked changes) information furnished to the Company by or on behalf of the Distributor expressly for use therein. In no case will this Section apply in any way to provide indemnification to the Distributor for its or the Distributor Indemnified Parties willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement. For all purposes under this Agreement, the term “gross negligence shall mean a conscious, voluntary act or omission in reckless disregard of a legal duty and the rights of, or consequences to, others, and not merely a lack of due care.

Indemnification of Distributor. The Company agrees to indemnify, defend and hold harmless, with the Distributor, each for the benefit of its directors, officers, principals, representatives, employees the Distributor and each person, if any, who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the Securities Act of 1933 Act (collectively, the “"Securities Act") and the Distributor's agents and employees to indemnify and hold harmless the Distributor Indemnified Parties”) and any such controlling person from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including to which they or any investigationof them may become subject under the Securities Act, under any other statute, at common law or otherwise, and to reimburse the Distributor and such controlling persons, if any, for any legal or other expenses (including the costs of any investigation and preparation) reasonably incurred by them or any of them in connection withwith any claims or litigation whether or not resulting in any liability, and any amount paid in settlement insofar as such losses, claims, damages, liabilities or litigation arise out of, or are based upon, any action, suit untrue statement or proceeding or alleged untrue statement of a material fact contained in any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of amendment thereof or supplement thereto, or arise out of, or are based upon the foregoing (collectively, the “Covered Documents”) included omission or includes an untrue statement of a material fact or that any Covered Documents omitted or omits alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleadingmisleading and to breaches of any representations and warranties contained in, and will reimburse the Distributor for any legal breach or other expenses reasonably incurred by the Distributor failure in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made performance by the Company in of this Agreementprovisions of this agreement or other agreement between the parties involving the Funds' shares; provided, however, that this agreement shall not apply to amounts paid in settlement of any such claim or litigation if settlement is effected without the consent of the Company shall not be liable in or to any such case to the extent that losses, claims, damages, liabilities or litigation arising out of, or based upon, any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or any amendment thereof or supplement thereto, or arising out of, or based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, which statement or omission was made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished in writing to the Company by the Distributor expressly for use thereininclusion in any Registration Statement or any Prospectus or any amendment thereof or supplement thereto. The Distributor and each such controlling person shall, promptly after the complaint shall have been served upon the Distributor or such controlling person in any litigation against the Distributor or such controlling person in respect of which indemnity may be sought from the Company on account of its agreement contained in the paragraph, notify the Company in writing of the commencement thereof, The omission of the Distributor or such controlling person so to notify the Company of any such litigation shall relieve the Company from any liability which it may have to the Distributor or such controlling person on account of the indemnity agreement contained in this paragraph but shall not relieve the Company from any liability which it may have to the Distributor or controlling person otherwise than on account of the indemnity agreement contained in this paragraph. In case any such litigation shall be brought against the Distributor or any such controlling person and notice of the commencement thereof shall have been so given to the Company, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense but such defense shall be conducted by counsel of good standing and satisfactory to the Distributor or such controlling person or persons, defendant or defendants in the litigation. The indemnity agreement of the Company contained in this paragraph shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor or any such controlling person, and shall survive any delivery of units of the Company. The Company agrees to notify the Distributor promptly of the commencement of any litigation or proceeding against it or any of its officers or directors of which it may be advised in connection with the issue and sale of its shares.

Indemnification of Distributor. The Company agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any reasonable costs of investigation, legal or other reasonable expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Company with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 and (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of the bad faith or willful misfeasance of Distributor hereunder, or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use therein; and further provided that any person under common control with the Distributor within the meaning of Section 15 of the 1933 Act will not be considered a Distributor Indemnified Party unless such person assists the Distributor with providing services under this Agreement.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act Act, and their respective officers and directors (collectivelyany of the Distributor, the such control persons, and their respective officers and directors, for purposes of this Section 3.1, an “Distributor Indemnified PartiesIndemnitee”) ), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that untrue statement or alleged untrue statement of a material fact contained in the Trust’s Registration Statement Statement, or the omission or alleged omission to state in such document a material fact required to be stated thereon or necessary to make the statements therein not misleading or, with respect to the Prospectus or any Prospectusamendment or supplement thereto, shareholder report, item of Sales Literature and Advertisements, other information filed any untrue statement or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact or that any Covered Documents omitted omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee’s reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust’s Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor’s obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee’s notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in Downers Grove, Illinois, and sent to the Sponsor by the person against whom such action is brought within ten (10) days after the summons or other first legal process shall have been served. The Indemnitee’s failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee, or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by the Indemnitee. The indemnification agreement contained in this Section 3 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units made pursuant to purchase orders obtained by the Indemnitee or the termination of this Agreement. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Distributor of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 and (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, harmless the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein. In no case is the indemnity by the Trust in favor of the Distributor or any other person 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 gross negligence, willful misconduct, bad faith or fraud in the performance of its duties under or breach of this Agreement.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds Trust or are used by the Funds Trust (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; except to the extent that any such loss, claim, damage or liability pursuant to sub clauses (i), (ii) and (iii) of this Section 8.1 is caused by Distributor Indemnified Parties’ gross negligence, bad faith, fraud, reckless disregard, willful misconduct or criminal misconduct in the performance of the services hereunder; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor or any Distributor Indemnified Party in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.. SEI 319024

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds Fund or are used by the Funds Fund (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use thereintherein or the bad faith, fraud, gross negligence or criminal misconduct of the Distributor. For purposes of this Agreement, gross negligence means a conscious, voluntary act or omission in reckless disregard of a legal duty and the rights of, or consequences to, others, and not merely a lack of due care.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “"Covered Documents”") included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “"Intellectual Property”") in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s 's rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, Distributor and each of its directors, directors and officers, principals, representatives, employees and each person, if any, who 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 and all direct losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials (except to the extent such untrue statement or alleged untrue statement of a material fact in marketing literature or materials was provided by or specifically reviewed and approved in writing by Distributor) distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 and (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use thereinor specifically reviewed and approved in writing by the Distributor.

Indemnification of Distributor. The Company agrees to indemnify, defend Issuer will indemnify and hold harmless, harmless the Distributor, each of its partners, members, directors, officers, principalsemployees, representativesagents, employees affiliates and each person, if any, who controls, is controlled by or is under common control with, the controls such Distributor within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (collectivelyeach, the an “Distributor Indemnified PartiesParty”) from and ), against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor such Indemnified Parties Party may become subject, arising under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any claim that untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, shareholder report, item or arise out of Sales Literature and Advertisements, other information filed or made public by are based upon the Company omission or any document incorporated by reference into any alleged omission of the foregoing (collectively, the “Covered Documents”) included or includes an untrue statement of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor each Indemnified Party for any legal or other expenses reasonably incurred by the Distributor such Indemnified Party in connection with investigating or defending against any such action loss, claim, damage, liability, action, litigation, investigation or claim proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred or (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that the Company shall Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement in or omission from or alleged omission made in the Covered Documents about the Distributor from any of such documents in reliance upon and in conformity with written information furnished to the Company Issuer by the Distributor expressly specifically for use therein, unless such loss, claim, damage or liability arises out of the offer or sale of Securities occurring after the Distributor has notified the Issuer in writing that such information should no longer be used therein, it being understood and agreed that the only such information furnished by the Distributor consists of the information described as such in subsection (b) below.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) its officers and directors or such control persons, for purposes of this Section 3.1, an "Indcmnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust's Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case respect to the extent that Prospectus or any such lossamendment or supplement thereto, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or alleged untrue statement of a material fact or omission or alleged omission made to state in such document a material fact required to be stated therein or necessary to make the statements therein in the Covered Documents about light of the Distributor circumstances under which they were made, not misleading, provided, however, that nothing in this Section 3.1 shall protect the Indemnitee against any liability to the Trust or its Beneficial Owners that the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the lndemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such liability arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission in the Trust's Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided,further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor's obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the lndemnitee's notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in New York, New York, and sent to the Sponsor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indernnitee's failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors. assigns and estate. The Trust and the Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of shares.

Indemnification of Distributor. (a) The Company Trust agrees to indemnify, defend indemnify and hold harmless, harmless the Distributor, Distributor and each of its directors, officers, principals, representatives, employees managers and officers and each person, if any, who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnified Parties”) from and against any and all lossesloss, claimsliability, claim, damages or liabilities, joint or several, whatsoever expense (including the reasonable cost of investigating or defending any investigationalleged loss, legal liability, claim, damages, or other expenses expense and reasonable counsel fees and disbursements incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subjecttherewith), arising out by reason of any acquisition of Shares or Creations Units, based upon (i) any claim the ground that the Registration Statement or any Prospectusregistration statement, prospectus, shareholder report, item of Sales Literature and Advertisements, reports or other information filed or made public by the Company or any document incorporated by reference into any of the foregoing Trust (collectively, the “Covered Documents”as from time to time amended) included or includes an untrue statement of a material fact or that any Covered Documents omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein made not misleading provided that 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 the Distributor, (ii) the Trust’s failure to maintain an effective registration statement and prospectus with respect to Shares of the Funds that are the subject of the claim or demand, (iii) the Trust’s failure to provide Distributor with advertising or sales materials to be filed with the FINRA on a timely basis or use of marketing materials that are false or misleading, and will reimburse (iv) the Trust’s failure to properly register Fund Shares under applicable state laws, (v) the Trust’s failure to perform its duties hereunder or any inaccuracy of its representations, (vi) any failure of a Plan to conform with applicable laws, or (vii) any actions taken by Distributor hereunder including any actions resulting from Distributor’s reliance on instructions received from an officer, agent or legal counsel of the Trust. (b) In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor for or any legal or other expenses reasonably incurred by person against any liability to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in connection with investigating the performance of duties or defending any by reason of reckless disregard of obligations and duties under this Agreement (“Disqualifying Conduct”) by such action or claim as such expenses are incurred party, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this Section 6 with respect to any claims of infringement or misappropriation of the intellectual property rights of a third party claim made against the Distributor arising out 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 based 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 use 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. (c) 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 Distributor 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 intellectual property suit and retain counsel, the indemnified defendants shall bear the fees and expenses of such third partyany additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, including, without limitation, indexes, strategies or trademarks that serve as it will reimburse the basis indemnified defendants for the Funds or are used reasonable fees and expenses of any counsel retained by the Funds indemnified defendants. (d) The Trust agrees to notify the “Intellectual Property”) Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with its duties as Distributor pursuant to this Agreement, regardless the issuance or sale of whether such third party’s rights Shares or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use thereinCreation Units.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act Act, and their respective officers and directors (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) such control persons, and their respective officers and directors, for purposes of this Section 3.1, an "Indemnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that untrue statement or alleged untrue statement of a material fact contained in the Trust's Registration Statement Statement, or the omission or alleged omission to state in such document a material fact required to be stated thereon or necessary to make the statements therein not misleading or, with respect to the Prospectus or any Prospectusamendment or supplement thereto, shareholder report, item of Sales Literature and Advertisements, other information filed any untrue statement or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact or that any Covered Documents omitted omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust's Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Adviser; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Trust's obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee's notification of the Trust of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Trust at its principal offices in New York, New York, and sent to the Trust by the person against whom such action is brought within 10 days after the summons or other first legal process shall have been served. The Indemnitee's failure to so notify the Trust shall not relieve the Trust of any liability which it may have to the Indemnitee by reason of any such untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Trust and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Trust elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Trust does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee, or the Indemnitee does not approve of the counsel chosen by the Trust (such approval not to be unreasonably withheld), the Trust shall bear the fees and expenses of any counsel retained by the Indemnitee. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units made pursuant to purchase orders obtained by the Indemnitee or the termination of this Agreement. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust shall promptly notify the Distributor of the commencement of any litigation or proceeding against the Trust in connection with the issue and sale of any Creation Units.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) ), in connection with its the Distributor’s duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the a Distributor Indemnified Party expressly for use therein.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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”"DISTRIBUTOR INDEMNIFIED PARTIES") from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”"COVERED DOCUMENTS") included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds Trust or are used by the Funds Trust (the “Intellectual Property”"INTELLECTUAL PROPERTY") in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s 's rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; except to the extent that any such loss, claim, damage or liability pursuant to sub clauses (i), (ii) and (iii) of this SECTION 8.1 is caused by Distributor Indemnified Parties' or Distributor's delegates' gross negligence, bad faith, fraud, reckless disregard, willful misconduct or criminal misconduct in the performance of the services hereunder; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor or any Distributor Indemnified Party in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the its officers and directors or such control persons, for purposes of this Section 3.1, an “Distributor Indemnified PartiesIndemnitee”) ), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust’s Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee’ s reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust’s Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor’s obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee’s notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in New York, New York, and sent to the Sponsor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indemnitee’ s failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of shares.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) its officers and directors or such control persons, for purposes of this Section 3.1, an "Indemnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust's Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust's Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor's obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee's notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in Washington, D.C., and sent to the Sponsor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indemnitee's failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of Shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of Shares.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act Act, and their respective officers and directors (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) such control persons, and their respective officers and directors, for purposes of this Section 3.1, an "Indemnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that untrue statement or alleged untrue statement of a material fact contained in the Trust's Registration Statement Statement, or the omission or alleged omission to state in such document a material fact required to be stated thereon or necessary to make the statements therein not misleading or, with respect to the Prospectus or any Prospectusamendment or supplement thereto, shareholder report, item of Sales Literature and Advertisements, other information filed any untrue statement or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact or that any Covered Documents omitted omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its beneficial owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust's Registration Statement or each Fund's Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Adviser; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or each Fund's Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of such Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Trust's obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee's notification of the Trust of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Trust at its principal offices in Lisle, Illinois, and sent to the Trust by the person against whom such action is brought within 10 days after the summons or other first legal process shall have been served. The Indemnitee's failure to so notify the Trust shall not relieve the Trust of any liability which it may have to the Indemnitee by reason of any such untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Trust and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Trust elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Trust does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee, or the Indemnitee does not approve of the counsel chosen by the Trust (such approval not to be unreasonably withheld), the Trust shall bear the fees and expenses of any counsel retained by the Indemnitee. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units made pursuant to purchase orders obtained by the Indemnitee or the termination of this Agreement. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust shall promptly notify the Distributor of the commencement of any litigation or proceeding against the Trust in connection with the issue and sale of any Creation Units.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds Fund or are used by the Funds Fund (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an SEI 256264 untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use thereintherein or the bad faith, fraud, gross negligence or criminal misconduct of the Distributor. For purposes of this Agreement, gross negligence means a conscious, voluntary act or omission in reckless disregard of a legal duty and the rights of, or consequences to, others, and not merely a lack of due care.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds Trust or are used by the Funds Trust (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; except to the extent that any such loss, claim, damage or liability pursuant to sub clauses (i), (ii) and (iii) of this Section 8.1 is caused by Distributor Indemnified Parties’ or Distributor’s delegates’ gross negligence, bad faith, fraud, reckless disregard, willful misconduct or criminal misconduct in the performance of the services hereunder; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the its officers and directors or such control persons, for purposes of this Section 3.1, an “Distributor Indemnified PartiesIndemnitee”) ), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust’s Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee’ s reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust’s Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor’s obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee’s notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in New York, New York, and sent to the Sponsor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indemnitee’s failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of shares.

Indemnification of Distributor. The Company Company, on behalf of each Fund, agrees to indemnify, defend and hold harmless, the Distributor, Distributor and each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectsubject arising by reason of, arising out of or based upon (i) any claim that the Registration Statement any Prospectus or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into therein or filed as an exhibit thereto, or any of the foregoing (collectively, the “Covered Documents”) marketing literature or materials included or includes an untrue statement of a material fact or that any Covered Documents omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (except to the extent such untrue statement or alleged untrue statement of a material fact in marketing literature or materials was provided by or specifically reviewed and approved in writing by 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall does not be liable in any such case agree to indemnify the Distributor or hold it harmless to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission omissions made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use thereinor specifically reviewed and approved in writing by the Distributor. The Distributor shall not be entitled to indemnification from the Company or protected from liability under the Agreement related to any claim directly caused by Distributor’s, or its delegates’ gross negligence, bad faith, fraud, reckless disregard, willful misconduct or criminal misconduct in the performance of the services hereunder.

Indemnification of Distributor. The Company Fund agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) its officers and directors or such control persons, for purposes of this Section 3.1, an "Indemnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Fund's Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or the Statement of Additional Information or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Fund or its security holders that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Fund's Registration Statement, Prospectus or Statement of Additional Information that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Fund; and provided, further, that the Fund will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Prospectus or the Statement of Additional Information that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus or Statement of Additional Information (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale to such person in any case where such delivery is required by the 1933 Act and the Fund had notified the Distributor of the amendment or supplement prior to sending of the written confirmation of sale. Notwithstanding the foregoing, this indemnity of any person who is an officer or director of the Distributor and who is also a director of the Fund shall not inure to the benefit of such officer or director unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the 1933 Act or the 1940 Act, and in no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Fund or its stockholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund's obligation to indemnify the Indemnitee is expressly conditioned upon the Indemnitee's notification of the Fund of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Fund at its principal office in New York, New York, and sent to the Fund by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indemnitee's failure to so notify the Fund shall not relieve the Fund of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Fund and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Fund elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Fund does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Fund (such approval not to be unreasonably withheld), the defendant or defendants in such suit shall bear the fees and expenses of any counsel retained by any of them and the Fund shall reimburse any Indemnitee named as defendant in such suit for use thereinthe reasonable fees and expenses of any such counsel retained by them. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of Shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Fund shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Fund in connection with the issue and sale of any Creation Units of Shares.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Trust or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an untrue statement of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use thereintherein or the Gross Negligence or willful misconduct of the Distributor. Notwithstanding the foregoing, any person under common control with the Distributor within the meaning of Section 15 of the 1933 Act will not be considered a Distributor Indemnified Party unless such person assists the Distributor with providing services under this Agreement. Gross Negligence means a conscious, voluntary act or omission in reckless disregard of a legal duty and the rights of, or consequences to, others, and not merely a lack of due care.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) its officers and directors or such control persons, for purposes of this Section 3.1, an "Indemnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust's Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in lndemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust's Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust will not be liable in any such case to the lndcmnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor's obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee's notification of the Sponsor of the commencement of any action against the lndemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in New York, New York, and sent to the Sponsor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indemnitee's failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of' any such suit and retain counsel approved by the Indemnitee, the Sponsor shall bear the fees and expenses of any additional counsel retained by it. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of shares.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act Act, and their respective officers and directors (collectivelyany of the Distributor, the such control persons, and their respective officers and directors, for purposes of this Section 3.1, an “Distributor Indemnified PartiesIndemnitee”) ), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that untrue statement or alleged untrue statement of a material fact contained in the Trust’s Registration Statement Statement, or the omission or alleged omission to state in such document a material fact required to be stated thereon or necessary to make the statements therein not misleading or, with respect to the Prospectus or any Prospectusamendment or supplement thereto, shareholder report, item of Sales Literature and Advertisements, other information filed any untrue statement or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact or that any Covered Documents omitted omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its beneficial owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee’s reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust’s Registration Statement or each Fund’s Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Adviser; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or each Fund’s Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of such Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Trust’s obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee’s notification of the Trust of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Trust at its principal offices in Lisle, Illinois, and sent to the Trust by the person against whom such action is brought within 10 days after the summons or other first legal process shall have been served. The Indemnitee’s failure to so notify the Trust shall not relieve the Trust of any liability which it may have to the Indemnitee by reason of any such untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Trust and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Trust elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Trust does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee, or the Indemnitee does not approve of the counsel chosen by the Trust (such approval not to be unreasonably withheld), the Trust shall bear the fees and expenses of any counsel retained by the Indemnitee. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units made pursuant to purchase orders obtained by the Indemnitee or the termination of this Agreement. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust shall promptly notify the Distributor of the commencement of any litigation or proceeding against the Trust in connection with the issue and sale of any Creation Units.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) its officers and directors or such control persons, for purposes of this Section 3.1, an "Indemnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust's Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust's Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor's obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee's notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in New York, New York, and sent to the Sponsor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indemnitee's failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of shares.

Indemnification of Distributor. The Company agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 SEI – 147992v2 any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any reasonable costs of investigation, legal or other reasonable expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Company with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 and (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of the bad faith or willful misfeasance of Distributor hereunder, or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use therein; and further provided that any person under common control with the Distributor within the meaning of Section 15 of the 1933 Act will not be considered a Distributor Indemnified Party unless such person assists the Distributor with providing services under this Agreement.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act Act, and their respective officers and directors (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) such control persons, and their respective officers and directors, for purposes of this Section 3.1, an "Indemnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that untrue statement or alleged untrue statement of a material fact contained in the Trust's Registration Statement Statement, or the omission or alleged omission to state in such document a material fact required to be stated thereon or necessary to make the statements therein not misleading or, with respect to the Prospectus or any Prospectusamendment or supplement thereto, shareholder report, item of Sales Literature and Advertisements, other information filed any untrue statement or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact or that any Covered Documents omitted omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust's Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor's obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee's notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in Washington, DC, and sent to the Sponsor by the person against whom such action is brought within 10 days after the summons or other first legal process shall have been served. The Indemnitee's failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee, or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by the Indemnitee. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units made pursuant to purchase orders obtained by the Indemnitee or the termination of this Agreement. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Distributor of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units.

Indemnification of Distributor. The Company agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Company with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 and (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use therein; and provided further that the Distributor shall not be entitled to indemnification from the Company or protected from liability under the Agreement related to any claim directly caused by Distributor's, or its delegates' gross negligence, bad faith, fraud, willful misconduct or criminal misconduct in the performance of the services hereunder.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.. SEI 96634v2 (Rev. 6/2009)

Indemnification of Distributor. The Company agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Company with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 and (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company by the Distributor expressly for use therein; and provided further that the Distributor shall not be entitled to indemnification from the Company or protected from liability under the Agreement related to any claim directly caused by Distributor’s, or its delegates’ gross negligence, bad faith, fraud, willful misconduct or criminal misconduct in the performance of the services hereunder.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, ------------------------------- defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the “Distributor Indemnified Parties”) its officers and directors or such control persons, for purposes of this Section 3.1, an "Indemnitee"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indernnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust's Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee's reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust's Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided, further, that the Trust -------- ------- will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written confirmation of sale. The Sponsor's obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indernnitee's notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in New York, New York, and sent to the Sponsor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Indemnitee's failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indernnitee or the indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of shares.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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 and all direct losses, claims, damages damages, loss of revenue pursuant to this Agreement, or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials (except to the extent such untrue statement or alleged untrue statement of a material fact in marketing literature or materials is specifically reviewed and approved by Distributor pursuant to that certain Distribution Services Agreement by and between Distributor and Advisor dated May 1, 2012) distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”) included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that (a) the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents, where the Distributor was aware or should (in the normal course of performing the services set forth on Schedule B) have been aware of the untrue nature of such statement, or the existence of a material omission), and (b) the Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company Sponsor agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees officers and each person, if any, directors and any person who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the 1933 Act (collectivelyany of the Distributor, the its officers and directors or such control persons, for purposes of this Section 3.1, an “Distributor Indemnified PartiesIndemnitee”) ), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including any investigation, legal or other expenses costs reasonably incurred in connection withwith investigating or defending such claims, demands or liabilities and any amount paid counsel fees reasonably incurred in settlement ofconnection therewith) which the Indemnitee may incur, any action, suit under the 1933 Act or proceeding under common law or any claim asserted) to which any of the Distributor Indemnified Parties may become subjectotherwise, arising out of or based upon (i) any claim that the Registration Statement untrue statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an alleged untrue statement of a material fact contained in the Trust’s Registration Statement, or that any Covered Documents omitted the omission or omits alleged omission to state in such document a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, and will reimburse with respect to the Distributor for Prospectus or any legal amendment or other expenses reasonably incurred by supplement thereto, any untrue statement or alleged untrue statement of a material factor omission or alleged omission to state in such document a material fact required to be stated therein or necessary to make the Distributor statements therein in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation the light of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third partycircumstances under which they were made, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementnot misleading; provided, however, that nothing in this Section 3.1 shall protect the Company shall not be liable in Indemnitee against any such case liability to the extent Trust or its Beneficial Owners that any the Indemnitee would otherwise be subject to (i) by reason of willful malfeasance, bad faith, or gross negligence in the performance of its duties, (ii) by reason of the Indemnitee’s reckless disregard of its obligations and duties under this Agreement, or (iii) where such loss, claim, damage or liability arises directly out of or is directly based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor Trust’s Registration Statement or Prospectus that was made in reliance upon and in conformity with written information furnished to the Company by the Distributor to the Trust and the Sponsor; and provided further, that the Trust will not be liable in any such case to the Indemnitee with respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or the Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto), if a copy of the Prospectus (or such amendment thereof or supplement thereto) was not sent or given to the person asserting any such claim, demand, liability or expense at or before the written confirmation of the sale 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 written continuation of sale. The Sponsor’s obligation to indemnify the Indemnitee is expressly for use thereinconditioned upon the Indemnitee’s notification of the Sponsor of the commencement of any action against the Indemnitee, which notification shall be given by letter or by facsimile transmission addressed to the Sponsor at its principal offices in Downers Grove, Illinois, and sent to the Sponsor by the person against whom such action is brought within ten (10) days after the summons or other first legal process shall have been served. The Indemnitee’s failure to so notify the Sponsor shall not relieve the Sponsor of any liability which it may have to the Indemnitee by reason of any such alleged untrue statement or omission or alleged untrue statement or omission independent of this indemnification. The Sponsor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Sponsor and approved by the Indemnitee (such approval not to be unreasonably withheld). If the Sponsor elects to assume the defense of any such suit and retain counsel approved by the Indemnitee, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Sponsor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Indemnitee or the Indemnitee does not approve of the counsel chosen by the Sponsor (such approval not to be unreasonably withheld), the Sponsor shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Indemnitee and shall survive the sale of any Creation Units of Shares made pursuant to purchase orders obtained by the Indemnitee. This indemnification will inure exclusively to the benefit of the Indemnitee and its successors, assigns and estate. The Trust and the Sponsor shall promptly notify the Indemnitee of the commencement of any litigation or proceeding against the Trust or the Sponsor in connection with the issue and sale of any Creation Units of Shares.

Indemnification of Distributor. The Company Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who 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”"DISTRIBUTOR INDEMNIFIED PARTIES") from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement untrue statement or alleged untrue statement of a material fact contained in any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company Prospectus or any document incorporated by reference into therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the foregoing Trust with respect to the securities covered by the Prospectus (collectively, the “Covered Documents”"COVERED DOCUMENTS") included or includes an untrue statement the omission or alleged omission therefrom of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH ACTION OR CLAIM AS SUCH EXPENSES ARE INCURRED; (iiII) THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds Trust or are used by the Funds Trust (the “Intellectual Property”"INTELLECTUAL PROPERTY") in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s 's rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company Trust in this Agreement; except to the extent that any such loss, claim, damage or liability pursuant to sub clauses (i), (ii) and (iii) of this SECTION 8.1 is caused by the bad faith, gross negligence or fraud of the Distributor; provided, however, that the Company Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Company Trust by the Distributor expressly for use therein.

Indemnification of Distributor. The Company agrees to indemnify, defend Issuer will indemnify and hold harmless, harmless the Distributor, each of its partners, members, directors, officers, principalsemployees, representativesagents, employees affiliates and each person, if any, who controls, is controlled by or is under common control with, the controls such Distributor within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (collectivelyeach, the “Distributor an "Indemnified Parties”) from and Party"), against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor such Indemnified Parties Party may become subject, arising under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any claim that untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, shareholder report, item or arise out of Sales Literature and Advertisements, other information filed or made public by are based upon the Company omission or any document incorporated by reference into any alleged omission of the foregoing (collectively, the “Covered Documents”) included or includes an untrue statement of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor each Indemnified Party for any legal or other expenses reasonably incurred by the Distributor such Indemnified Party in connection with investigating or defending against any such action loss, claim, damage, liability, action, litigation, investigation or claim proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred or (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this Agreementincurred; provided, however, that the Company shall Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement in or omission from or alleged omission made in the Covered Documents about the Distributor from any of such documents in reliance upon and in conformity with written information furnished to the Company Issuer by the Distributor expressly specifically for use therein, unless such loss, claim, damage or liability arises out of the offer or sale of Securities occurring after the Distributor has notified the Issuer in writing that such information should no longer be used therein, it being understood and agreed that the only such information furnished by the Distributor consists of the information described as such in subsection (b) below.

Indemnification of Distributor. The Company Fund agrees to indemnify, defend and hold harmless, with the Distributor, each for the benefit of its directors, officers, principals, representatives, employees the Distributor and each person, if any, who controls, is controlled by or is under common control with, controls the Distributor within the meaning of Section 15 of the Securities Act of 1933 Act (collectively, the “"Securities Act") and the Distributor's agents and employees to indemnify and hold harmless the Distributor Indemnified Parties”) and any such controlling person from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including to which they or any investigationof them may become subject under the Securities Act, under any other statute, at common law or otherwise, and to reimburse the Distributor and such controlling persons, if any, for any legal or other expenses (including the costs of any investigation and preparation) reasonably incurred by them or any of them in connection withwith any claims or litigation whether or not resulting in any liability, and any amount paid in settlement insofar as such losses, claims, damages, liabilities or litigation arise out of, or are based upon, any action, suit untrue statement or proceeding or alleged untrue statement of a material fact contained in any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Company or any document incorporated by reference into any of amendment thereof or supplement thereto, or arise out of, or are based upon the foregoing (collectively, the “Covered Documents”) included omission or includes an untrue statement of a material fact or that any Covered Documents omitted or omits alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleadingmisleading and to breaches of any representations and warranties contained in, and will reimburse breach or failure in performance by the Distributor for any legal Fund of this provisions of this agreement or other expenses reasonably incurred by agreement between the Distributor in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation of parties involving the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Company in this AgreementFund's shares; providedprovided , however, that the Company this agreement shall not be liable apply to amounts paid in settlement of any such case claim or litigation if settlement is effected without the consent of the Fund or to the extent that any such losslosses, claimclaims, damage damages, liabilities or liability arises directly litigation arising out of of, or is directly based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or any amendment thereof or supplement thereto, or arising out of, or based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, which statement or omission was made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished in writing to the Company Fund by the Distributor expressly for use thereininclusion in any Registration Statement or any Prospectus or any amendment thereof or supplement thereto. The Distributor and each such controlling person shall, promptly after the complaint shall have been served upon the Distributor or such controlling person in any litigation against the Distributor or such controlling person in respect of which indemnity may be sought from the Fund on account of its agreement contained in the paragraph, notify the Fund in writing of the commencement thereof, The omission of the Distributor or such controlling person so to notify the Fund of any such litigation shall relieve the Fund from any liability which it may have to the Distributor or such controlling person on account of the indemnity agreement contained in this paragraph but shall not relieve the Fund from any liability which it may have to the Distributor or controlling person otherwise than on account of the indemnity agreement contained in this paragraph. In case any such litigation shall be brought against the Distributor or any such controlling person and notice of the commencement thereof shall have been so given to the Fund, the Fund shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense but such defense shall be conducted by counsel of good standing and satisfactory to the Distributor or such controlling person or persons, defendant or defendants in the litigation. The indemnity agreement of the Fund contained in this paragraph shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor or any such controlling person, and shall survive any delivery of units of the Fund. The Fund agrees to notify the Distributor promptly of the commencement of any litigation or proceeding against it or any of its officers or directors of which it my be advised in connection with the issue and sale of its shares.