Common use of Indemnification of the Distributor Clause in Contracts

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's duties or from the reckless disregard by any of such persons of the Distributor's obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's Trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust's indemnity agreement contained in this Paragraph. The Trust shall be fully entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so Trust elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Trust does not elect to assume the defense of any such suit, the claim, and neither Trust will reimburse the Distributor nor any such person shall and the persons indemnified as defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Trust agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its partners, officers, employees, representatives and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor '33 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or such of its partners, officers, employees, representatives or controlling person may become subject under the '33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund's trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund of any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the Distributor, to its partners, officers, employees or representatives, or to any controlling person against any claim which may be or persons, defendant or defendants, in the subject of this indemnification, and in suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, its partners, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked reimburse the Distributor, such partners, officers, employees, representatives or controlling person or persons, defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale or any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section l5 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust's indemnity agreement contained in this Paragraph. The Trust shall be fully and promptly advised entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care any suit brought to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and enforce any such person against any claim which may claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationTrust and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so Trust elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Trust does not elect to assume the defense of any such suit, the claim, and neither Trust will reimburse the Distributor nor any such person shall and the persons indemnified defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Trust agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of the Fund's Directors, officers, employees or representatives (including, without limiting the foregoing, any wrongful or unauthorized sales activities of the Fund, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or federal law relating to the sale of Shares), or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Fund shall also indemnify and hold harmless the Distributor, its officers and directors and control persons from any liability to the Fund or to the holders of Shares by reason of the Fund'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. In no case (i) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such person's duties or by reason of reckless disregard of such person's obligations and duties under this Agreement or (ii) is the Fund to be liable under their indemnity agreement contained in this Paragraph with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall have notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, failure to notify the Fund of any such claim shall not relieve the Fund from any liability which the Fund may have to the Distributor or any person against whom such action is brought otherwise than on account of the Fund's indemnity agreement contained in this Paragraph. The Fund shall be entitled to participate, at its own expense, in the defense, or, if the Fund so elects, to assume the defense of any suit brought to enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the Distributor and to the persons indemnified as defendant or defendants, in the suit. In the event that the Fund elects to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Fund does not elect to assume the defense of any such suit, the Fund will reimburse the Distributor and the persons indemnified as defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them and will provide advances for payment of the reasonable expenses incurred by any of them in connection with the matters as to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith it or negligence, including clerical errors and mechanical failures, on the part of any of such persons they are seeking indemnification in the performance of the Distributor's duties or from the reckless disregard by any of such persons of the Distributor's obligations matter and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fundfullest extent permissible by law. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person agrees to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any other person of its Directors, officers, employees or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation representatives in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section l5 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (I) may be based upon any wrongful act by the Trust or any of them the Trust's trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (I) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust's indemnity agreement contained in this Paragraph. The Trust shall be fully and promptly advised entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care any suit brought to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and enforce any such person against any claim which may claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationTrust and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so Trust elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Trust does not elect to assume the defense of any such suit, the claim, and neither Trust will reimburse the Distributor nor any such person shall and the persons indemnified defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Trust agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or and such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust’s trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust’s indemnity agreement contained in this Paragraph. The Trust shall be fully and promptly advised entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care any suit brought to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and enforce any such person against any claim which may claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationTrust and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so Trust elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Trust does not elect to assume the defense of any such suit, the claim, and neither Trust will reimburse the Distributor nor any such person shall and the persons indemnified defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Trust agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's duties or from the reckless disregard by any of such persons of the Distributor's obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the FundTrust. The Fund Trust will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund Trust may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund Trust so elects it will so notify the Distributor, and thereupon the Fund Trust shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify the Distributor or any such person except with the FundTrust's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund Trust or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its directors and officers and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any loss, damage liability, claim, damages or expense (including the reasonable costs cost of investigation) reasonably investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred by any of them in connection with therewith), arising by reason of any person acquiring any Shares, based upon the matters ground that the registration statement, prospectus, shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Fund does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Fund to be deemed to protect the Distributor against any liability to the Fund or its shareholders to which this Agreement relates, except a loss resulting from the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's its duties or from the by reason of its reckless disregard by any of such persons of the Distributor's its obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon Distributor under the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions indemnity agreement contained in this Paragraph 9 shall apply, it is understood that if in paragraph with respect to any case the Fund may be asked to indemnify claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Fund in writing of the claim within a reasonable time after the summons or hold 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 Fund of any claim shall not relieve the Fund from any liability which it may have to the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation its indemnity agreement contained in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundthis paragraph. The Fund shall have be entitled to participate at its own expense in the option defense or, if it so elects, to defend assume the Distributor and defense of any suit brought to enforce any claims subject to this indemnity provision. If the Fund elects to assume the defense of any such person against any claim which may claim, the defense shall be conducted by counsel chosen by the subject of this indemnification, Fund and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Fund so elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of a suit, it will so reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Fund agrees to notify the Distributor, and thereupon the Fund shall take over complete defense Distributor promptly of the claim, and neither the Distributor nor commencement of any such person shall in such situation initiate further legal litigation or other expenses for which proceedings against it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except of its officers or Directors in connection with the Fund's written consent. Notwithstanding issuance or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Distributor's ’s obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' ’ fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's ’s written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund Company agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Fund Company or any of the Fund Company's directors, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement of a directormaterial fact contained in a registration statement, officer, employeeprospectus, shareholder report or control person other information covering Shares filed or made public by the Fund Company or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Fund Company by the Distributor. In no case (i) is the Fund Company's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund Company to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall apply, it is understood that if in any case have notified the Fund Company in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, failure to notify the Fund Company of any such claim shall not relieve the Fund Company from any liability which the Fund Company may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, against whom such action is brought otherwise than on account of the Fund shall be fully and promptly advised of all pertinent facts concerning the situation Company's indemnity agreement contained in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundthis Paragraph. The Fund Company shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund Company so elects, to defend assume the defense of any suit brought to enforce any such claim, but if the Fund Company elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund Company and satisfactory to the Distributor and any to the defendant or defendants entitled to such person against any claim which may be the subject of this indemnification, and in . In the event that the Fund so Company elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, any suit and neither the Distributor nor any such person shall in such situation initiate further retain legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreementcounsel, the Distributor shall be and the defendant or defendants entitled to receive such indemnification, shall bear the fees and act upon advice expenses of any additional legal counsel (who may be counsel retained by them. If the Fund Company does not elect to assume the defense of any such suit, the Fund Company will reimburse the Distributor and the defendant or defendants entitled to such indemnification for the reasonable fees and expenses of any legal counsel retained by them. The Fund Company agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its own counsel) and shall be without liability for directors, officers, employees or representatives in connection with the issue or sale of any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or and such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (I) may be based upon any wrongful act by the Fund or any of them the Fund's trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (I) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's Trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust's indemnity agreement contained in this Paragraph. The Trust shall be fully entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so Trust elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Trust does not elect to assume the defense of any such suit, the claim, and neither Trust will reimburse the Distributor nor any such person shall and the persons indemnified as defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Trust agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees and representatives and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor Securities Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the Securities Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's Trustees, officers, employees or representatives acting in connection with such capacities, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering shares filed or made public by the matters Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 paragraph with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Trust's indemnity agreement contained in this paragraph. The Trust shall be entitled to participate, at its own expense, in the defense or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and satisfactory to the Distributor or any other person harmless, to the Fund shall be fully and promptly advised of all pertinent facts concerning persons indemnified pursuant to the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundforegoing paragraph. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in In the event that the Fund so Trust elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in suit and retain such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify counsel, the Distributor or the persons indemnified pursuant to the foregoing paragraph shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of any such person except suit, the Trust will reimburse the Distributor and the persons indemnified pursuant to the foregoing paragraph for the reasonable fees and expenses of any legal counsel retained by them. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsshares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or other indemnified person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund's directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor, it being understood that the Fund will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and Prospectus. In no case (i) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such indemnified person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any such person against suit brought to enforce any claim as to which may be the subject of it provides this indemnification, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the Distributor whose approval shall not be unreasonably withheld, and any other indemnified defendant or defendants in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, and thereupon any other indemnified defendant or defendants in the suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and any other indemnified defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section l5 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund’ indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete do not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agree to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives or agents and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund's Directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Fund by the Distributor. In no case (i) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund and any other indemnified party shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the defense of any suit brought to enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified as defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to Corporation shall indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act, against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any of them in connection with the matters to person which this Agreement relates, except a loss resulting from (i) may be based upon any willful misfeasance, bad faith or faith, negligence, including clerical errors gross negligence or reckless disregard of its duties and mechanical failures, on obligations under this Agreement by the part of Corporation or any of the Corporation's Directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Corporation, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such persons statement or omission was made in reliance upon and in conformity with information furnished to the Corporation by the Distributor. In no case (i) is the Corporation's indemnity in favor of the Distributor, or any other person indemnified hereunder, to be deemed to protect the Distributor or such other indemnified person against any liability to which the Distributor or other such person would otherwise be subject by reason of willful misfeasance, bad faith, negligence or gross negligence in the performance of the DistributorDistributor or such other person's duties or from the by reason of reckless disregard by any of such persons of the DistributorDistributor or such other person's obligations and duties under this AgreementAgreement (as determined by a final judgement on the merits by a court of competent jurisdiction or, for all in the absence of which exceptions such a decision, a reasonable determination, based upon a review of the Distributor shall facts, that the indemnified person did not engage in such conduct by a vote of a majority of a quorum of the Directors who are neither "interested persons" of the Corporation as defined in the 1940 Act nor parties to the proceeding, or an independent legal counsel in a written opinion) or (ii) is the Corporation to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 paragraph with respect to any claim made against the Distributor or other person indemnified unless the Distributor, or such other person, as the case may be, shall applyhave notified the Corporation in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such other person (or after the Distributor or such other person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Corporation of any case such claim shall not relieve the Fund Corporation from any liability which the Corporation may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Corporation's indemnity agreement contained in this paragraph. The Corporation shall be fully entitled to participate, at its own expense, in the defense, or, if the Corporation so elects, to assume the defense, of any suit brought to enforce any such claim, but if the Corporation elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Corporation and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care reasonably satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so Corporation elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in suit and retain such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreementcounsel, the Distributor and the other persons indemnified hereunder as defendant or defendants in the suit shall be entitled bear the fees and expenses of any additional legal counsel retained by them. If the Corporation does not elect to receive assume the defense of any such suit, the Corporation shall reimburse the Distributor and act upon advice of counsel (who may be counsel the other persons indemnified, hereunder as defendant or defendants in such suit for the Fund reasonable fees and expenses of any legal counsel retained by them. The Corporation shall promptly notify the Distributor of the commencement of any litigation or other proceedings against it or any of its own counsel) and shall be without liability for Directors, officers, employees or representatives in connection with the issue or sale of any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Trust or any of the Trust's trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement of a directormaterial fact contained in a registration statement, officer, employeeprospectus, shareholder report or control person other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust's indemnity agreement contained in this Paragraph. The Trust shall be fully entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any to the defendant or defendants entitled to such person against any claim which may be the subject of this indemnification, and in . In the event that the Fund so Trust elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, any suit and neither the Distributor nor any such person shall in such situation initiate further retain legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreementcounsel, the Distributor shall be and the defendant or defendants entitled to receive such indemnification, shall bear the fees and act upon advice expenses of any additional legal counsel (who may be counsel retained by them. If the Trust does not elect to assume the defense of any such suit, the Trust will reimburse the Distributor and the defendant or defendants entitled to such indemnification for the Fund reasonable fees and expenses of any legal counsel retained by them. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its own counsel) and shall be without liability for trustees, officers, employees or representatives in connection with the issue or sale of any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Corporation on behalf of each Fund agrees to indemnify indemnify, defend, and hold harmless the Distributor RCM, its officers and each directors, and any person who has beencontrols RCM within the meaning of Sections 15 of 1933 Act, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor free and harmless from and against any lossand all claims, damage or expense demands, liabilities and expenses (including the reasonable costs of investigation) reasonably investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred by any of them in connection therewith) that RCM its officers, directors, or any such controlling person may incur under the 1933 Act, or under common law or otherwise, arising out of or based upon any (i) alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, SAI or sales literature, (ii) alleged omission to state a material fact required to be stated in the either thereof or necessary to make the statements therein not misleading, or (iii) failure by the Fund to comply with the matters terms of the Agreement in any material respect; provided, that in no event shall anything contained herein be so construed as to protect RCM against any liability to the Fund or its shareholders to which this Agreement relates, except a loss resulting from RCM would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons negligence in the performance of the Distributor's its duties or from the by reason of its reckless disregard by any of such persons of the Distributor's its obligations and duties under this Agreement. It is expressly understood that, for all of which exceptions to the Distributor extent that indemnification by any Fund is required hereunder, such indemnification shall be provided only by such Fund. Notwithstanding the foregoing, a Fund shall not be liable to the Fund. The Fund will advance attorneys' fees RCM under this Agreement with respect to any claim made against RCM or any person as to which indemnification is sought, unless RCM or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case have notified the Fund in writing of the claim within a reasonable time after the summons (or other first written notification giving information of the nature of the claim) shall have been served upon RCM or such other person (or after RCM or the person shall have received notice of service on any designated agent.) However, failure to notify a Fund of any claim (i.e. within a reasonable time) shall not relieve the Fund from any liability that it may be asked have to indemnify the Distributor RCM or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundthis Agreement. The Fund shall have be entitled to participate at its own expense in the option defense or, if it so elects, to defend assume the Distributor and defense of any suit brought to enforce any claims subject to this Agreement. If the Fund elects to assume the defense of any such person against any claim which may claim, the defense shall be conducted by counsel chosen by the subject of this indemnificationFund and satisfactory to indemnified defendants in the suit, and in whose approval shall not be unreasonably withheld. In the event that the Fund so elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of a suit, it will so reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Fund agrees to promptly notify the Distributor, and thereupon the Fund shall take over complete defense RCM of the claim, and neither the Distributor nor commencement of any such person shall in such situation initiate further legal litigation or other expenses for which proceedings against it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except its officers or directors in connection with the Fund's written consent. Notwithstanding issuance or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's Trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other 4 first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust's indemnity agreement contained in this Paragraph. The Trust shall be fully entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so Trust elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Trust does not elect to assume the defense of any such suit, the claim, and neither Trust will reimburse the Distributor nor any such person shall and the persons indemnified as defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Trust agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them in connection with the matters to which this Agreement relatesFund's Directors, officers, employees or representatives (including, without limiting the foregoing, any wrongful or unauthorized sales activities of the Fund, except unauthorized sales activities performed by the Distributor, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or federal law relating to the sale of Shares), or (ii) may be based upon any untrue statement or alleged untrue statement of a loss resulting material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with -A5- information furnished to the Fund by the Distributor. The Fund shall also indemnify and hold harmless the Distributor, its officers and directors and control persons from any liability to the Fund or to the holders of Shares by reason of the Fund's willful misfeasance, bad faith or negligencegross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Fund's indemnity in favor of the Distributor, including clerical errors and mechanical failuresor any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, on the part of any of such persons bad faith, or gross negligence in the performance of the Distributor's or such person's duties or from the by reason of reckless disregard by any of such persons of the Distributor's or such person's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but, if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified as defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified as defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they are seeking indemnification in the matter and to the fullest extent permissible by law. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 2 of the 1940 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Fund or any of the Fund’s directors, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a directormaterial fact contained in a Registration Statement, officer, employeeprospectus, shareholder report or control person other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 Section with respect to any claim made against the Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.) However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that whom such action is not brought otherwise than on account of the Fund’s indemnity contained in violation of applicable federal or state laws or regulationsthis Section.

Indemnification of the Distributor. The Fund agrees Funds agree to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Unified Financial Securities, Inc. 8/19/2014 The Huntington Funds - 3 Distributor's ’s obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the FundFunds. The Fund Funds will advance attorneys' ’ fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund Funds may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund Funds shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundFunds. The Fund Funds shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund Funds so elects elect it will so notify the Distributor, and thereupon the Fund Funds shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund Funds will be asked to indemnify the Distributor or any such person except with the Fund's Funds’ written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund Funds or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor (“Distributor Indemnitees”) against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's duties or from the reckless disregard by any of such persons of the Distributor's obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its partners, officers, employees, representatives and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor '33 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or such of its partners, officers, employees, representatives or controlling person may become subject under the '33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund's trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund of any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund's indemnity agreement contained in this Paragraph. Exhibit (e) The Fund shall be fully and promptly advised of all pertinent facts concerning entitled to participate, at its own expense, in the situation in questiondefense, and it is further understood that the Distributor will use all reasonable care to identify and notify or, if the Fund promptly concerning so elects, to assume the defense of any situation which presents or appears likely suit brought to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the Distributor, to its partners, officers, employees or representatives, or to any controlling person against any claim which may be or persons, defendant or defendants, in the subject of this indemnification, and in suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, its partners, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked reimburse the Distributor, such partners, officers, employees, representatives or controlling person or persons, defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale or any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its directors and officers and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any loss, damage liability, claim, damages or expense (including the reasonable costs cost of investigation) reasonably investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred by any of them in connection with the matters to which this Agreement relatestherewith), except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, shareholder reports or other information filed or made public by the Fund as from time to time amended and supplemented, included an untrue statement of such persons a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the performance statements therein not misleading and arising under the Securities Act of 1933, or any other statute or the Distributor's duties or from common law, provided, however, that the reckless disregard by any of such persons of the Distributor's obligations and duties under this Agreement, for all of which exceptions Fund does not agree to so indemnify the Distributor shall be liable or hold it harmless to the Fund. The extent that such statement or omission was made on reliance upon, and in conformity with, information furnished to the Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking connection therewith by or on behalf of such person to repay the advance if it Distributor; and provided, further, that in no case (i) is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case indemnity of the Fund may be asked to indemnify in favor of the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall indemnified to be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care deemed to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify protect the Distributor or any such person except with against any liability to the Fund's written consent. Notwithstanding any other provision of this Agreement, Fund or its security holders to which the Distributor or any controlling person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Contract, or (ii) is the Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or such person, as the case may be, shall have notified the Fund in writing of such claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such person (or after the Distributor or such person shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve it from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Fund shall be entitled to receive participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by it and act upon advice satisfactory to the Distributor or such person or persons, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any such suit and retain such counsel, the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel (who may be counsel retained by them. If the Fund does not elect to assume the defense of any such suit, it will reimburse the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Fund agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its own counsel) and shall be without liability for officers or Trustees in connection with the issuance or sale of any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsthe shares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Distributor's ’s obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' attorney’s fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions provision contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's ’s written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Trust or any of the Trust’s trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a directormaterial fact contained in a Registration Statement, officer, employeeprospectus, shareholder report or control person other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 Section with respect to any claim made against the Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.) However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that whom such action is not brought otherwise than on account of the Trust’s indemnity contained in violation of applicable federal or state laws or regulationsthis Section.

Indemnification of the Distributor. The Fund agrees to indemnify indemnify, defend and hold harmless the Distributor, its officers, directors, employees and agents, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, as though applicable, free and each harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Distributor, its officers, directors, employees, agents or any such controlling person may incur under the 1933 Act, the 1940 Act, or under Puerto Rico law or otherwise, arising out of or based upon (i) any breach of a material provision of this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in this Agreement, the Offering Documents, any Offering Documents supplement, or any sales literature or advertising approved or prepared by the Fund, or (iii) the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they are made, not misleading, excluding, however, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by the Distributor to the Fund expressly for use in the Offering Documents or any Offering Documents supplement; provided, however, that this indemnity agreement shall not inure to the benefit of any person who has beenis also an officer, isdirector or trustee of the Fund or who controls the Fund within the meaning of Section 15 of the 1933 Act, as though applicable, unless a court of competent jurisdiction shall determine, or may hereafter it shall have been determined by controlling precedent, that such result would not be a directoragainst public policy as expressed in the 1933 Act or the 1940 Act, officeras though applicable; and further provided, employee, shareholder or control person of that in no event shall anything contained herein be so construed as to protect the Distributor against any loss, damage liability to the Fund or expense (including to the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters Shareholders to which this Agreement relates, except a loss resulting from the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's its duties or from the by reason of its reckless disregard by any of such persons of the Distributor's its obligations and duties under this Agreement, for all of which exceptions the Distributor . The Fund shall not be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by Distributor under this indemnity agreement with respect to any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify claim made against the Distributor or any person indemnified under this Section 10(a) unless the Distributor or other such person shall have notified the Fund in writing of the claim within a reasonable time after the later of the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or hold after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Fund of any claim shall not relieve the Fund from any liability which it may have to the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundthis indemnity agreement. The Fund shall have be entitled to participate at its own expense in the option defense or, if it so elects, to defend assume the Distributor and defense of any suit brought to enforce any claims subject to this indemnity agreement. If the Fund elects to assume the defense of any such person against any claim which may claim, the defense shall be conducted by counsel chosen by the subject of this indemnificationFund and satisfactory to indemnified defendants in the suit whose approval shall not be unreasonably withheld, and in delayed or conditioned. In the event that the Fund so elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of a suit, it will so notify reimburse the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel indemnified defendants for the Fund or its own counsel) reasonable fees and shall be without liability for expenses of any action reasonably taken or thing reasonably done pursuant to such advicecounsel retained by the indemnified defendants, provided that such action is not the indemnified defendants acted without willful misfeasance, bad faith or gross negligence. The Fund agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or directors in violation connection with the issuance or sale of applicable federal or state laws or regulationsany of the Shares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund’ indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete do not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agree to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from fr om willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's duties or from the reckless disregard by any of such persons of the Distributor's obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its directors and officers and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any loss, damage liability, claim, damages or expense (including the reasonable costs cost of investigation) reasonably investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred by any of them in connection with therewith), arising by reason of any person acquiring any shares of the matters Fund, based upon the ground that the registration statement, Prospectus, shareholder reports or other information filed or made public by the Fund, as from time to time amended and supplemented, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading arising under the 1933 Act, or any other statute or the common law, provided, however, that the Trust does not agree to so indemnify the Distributor or hold it harmless to the extent that such statement or omission was made in reliance upon, and in conformity with, information furnished in writing to the Trust in connection therewith by or on behalf of the Distributor; and provided, further, that in no case (i) is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any such person against any liability to the Trust or the Fund or its security holders to which this Agreement relates, except a loss resulting from the Distributor or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's its duties or from the by reason of its reckless disregard by any of such persons of the Distributor's its obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust or the Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 shall apply, it is understood that if in paragraph with respect to any case the Fund may be asked to indemnify claim made against the Distributor or any person indemnified unless the Distributor or such person, as the case may be, shall have notified the Trust in writing of such claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such person (or hold after the Distributor or such person shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve it from any liability which the Fund may have to the Distributor or any other person harmlessagainst whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate, at the expense of the Fund, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Distributor or such person or persons, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any such suit and retains such counsel, the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them, but, in case the Trust does not elect to assume the defense of any such suit, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify reimburse the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, for the reasonable fees and thereupon expenses of any counsel retained by them. The Trust agrees promptly to notify the Fund shall take over complete defense Distributor of the claim, and neither the Distributor nor commencement of any such person shall in such situation initiate further legal litigation or other expenses for which proceedings against it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except of its officers or dealers in connection with the issuance or sale of any of the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsshares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's Trustees, officers, employees or representatives who are not directors, officers, employees, agents or representatives of the Distributor, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Trust by the Distributor or negligently omitted to be furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons negligence in the performance of the Distributor's or such person's duties or from the by reason of reckless disregard by any of such persons of the Distributor's or such person's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against the Distributor, or any person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust's indemnity agreement contained in this Paragraph. The Trust shall be fully entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and promptly advised of all pertinent facts concerning satisfactory to the situation in questionDistributor, which approval shall not be unreasonably withheld, and it is further understood that to the Distributor will use all reasonable care to identify and notify persons indemnified as defendant or defendants, in the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundsuit. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in In the event that the Fund so Trust elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in suit and retain such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreementcounsel, the Distributor and the persons indemnified as defendant or defendants in the suit, shall be entitled bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to receive assume the defense of any such suit, the Trust will reimburse the Distributor and act upon advice of counsel (who may be counsel the persons indemnified as defendant or defendants in such suit for the Fund reasonable fees and expenses of any legal counsel retained by them. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its own counsel) and shall be without liability for Trustees, officers, employees or representatives in connection with the issue or sale of any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Trust or any of the Trust’s trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a director, officer, employeematerial fact contained in a Registration Statement. prospectus, shareholder report or control person other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 Section with respect to any claim made against the Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.) However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that whom such action is not brought otherwise than on account of the Trust’s indemnity contained in violation of applicable federal or state laws or regulationsthis Section.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Unified Financial Securities, Inc. 08/31/2012 The Huntington Funds - 3 Distributor's ’s obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' ’ fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's ’s written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them in connection with the matters to which this Agreement relatesFund's Directors, officers, employees or representatives (including, without limiting the foregoing, any wrongful or unauthorized sales activities of the Fund, except unauthorized sales activities performed by the Distributor, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or federal law relating to the sale of Shares), or (ii) may be based upon any untrue statement or alleged untrue statement of a loss resulting material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Fund shall also indemnify and hold harmless the Distributor, its officers and directors and control persons from any liability to the Fund or to the holders of Shares by reason of the Fund's willful misfeasance, bad faith or negligencegross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Fund's indemnity in favor of the Distributor, including clerical errors and mechanical failuresor any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, on the part of any of such persons bad faith, or gross negligence in the performance of the Distributor's or such person's duties or from the by reason of reckless disregard by any of such persons of the Distributor's or such person's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but, if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified as defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified as defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they are seeking indemnification in the matter and to the fullest extent permissible by law. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Trust or any of the Trust's trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a directormaterial fact contained in a registration statement, officer, employeeprospectus, shareholder report or control person other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to made the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.) However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation Trust's indemnity agreement contained in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundthis Paragraph. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor Trust shall be entitled to receive participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and act upon advice satisfactory to the Distributor and to the defendant or defendants entitled to such indemnification. In the vent that the Trust elects to assume the defense of any suit and retain legal counsel, the Distributor and the defendant or defendants entitled to such indemnification, shall bear the fees and expenses of any additional legal counsel (who may be counsel retained by them. If the Trust does not elect to assume the defense of any such suit, the Trust will reimburse the Distributor and the defendant or defendants entitled to such indemnification for the Fund reasonable fees and expenses of any legal counsel retained by them. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its own counsel) and shall be without liability for trustees, officers, employees, or representatives in connection with the issue or sale of any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees Funds agree to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Unified Financial Securities, Inc. 08/19/2013 The Huntington Funds - 3 Distributor's ’s obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the FundFunds. The Fund Funds will advance attorneys' ’ fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund Funds may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund Funds shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundFunds. The Fund Funds shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund Funds so elects elect it will so notify the Distributor, and thereupon the Fund Funds shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund Funds will be asked to indemnify the Distributor or any such person except with the Fund's Funds’ written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund Funds or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund Corporation agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Corporation or any of them the Corporation's Directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Corporation or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Corporation by the Distributor. In no case (i) is the Corporation's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Corporation to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Corporation in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Corporation of any case such claim shall not relieve the Fund Corporation from any liability which the Corporation may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Corporation's indemnity agreement contained in this Paragraph. The Corporation shall be fully entitled to participate, at its own expense, in the defense, or, if the Corporation so elects, to assume the defense of any suit brought to enforce any such claim, but if the Corporation elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Corporation and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so Corporation elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Corporation does not elect to assume the defense of any such suit, the claim, and neither Corporation will reimburse the Distributor nor any such person shall and the persons indemnified as defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Corporation agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's duties or from the reckless disregard by any of such persons of the Distributor's obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph Paragraphs 8 and 9 shall apply, it is understood that if in any case a party (the Fund “Indemnifying Party”) may be asked to indemnify the Distributor other party (the “Indemnified Party”) or any other person or hold the Distributor Indemnified Party or any other person harmless, the Fund Indemnifying Party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor Indemnified Party will use all reasonable care to identify and notify the Fund Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundIndemnifying Party. The Fund Indemnifying Party shall have the option to defend the Distributor Indemnified Party and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund Indemnifying Party so elects it will so notify the DistributorIndemnified Party, and thereupon the Fund Indemnifying Party shall take over complete defense of the claim, and neither the Distributor Indemnified Party nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph Paragraphs 8 and 9. The Distributor Indemnified Party shall in no case confess any claim or make any compromise in any case in which the Fund Indemnifying Party will be asked to indemnify the Distributor Indemnified Party or any such person except with the FundIndemnifying Party's written consent. Notwithstanding any other provision of this Agreement, the Distributor Indemnified Party shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund Indemnifying Party or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees Funds agree to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section l5 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Funds or any of them the Funds’ directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Funds or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Funds by the Distributor. In no case (i) are the Funds indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) are the Distributor shall Funds to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Funds in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Funds of any case such claim shall not relieve the Fund Funds from any liability which the Funds may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Funds’ indemnity agreement contained in this Paragraph. The Funds shall be fully and promptly advised entitled to participate, at its own expense, in the defense, or, if the Funds so elects, to assume the defense of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care any suit brought to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and enforce any such person against any claim which may claim, but if the Funds elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFunds and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so Funds elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Funds do not elect to assume the defense of any such suit, the claim, and neither Funds will reimburse the Distributor nor any such person shall and the persons indemnified defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Funds agree to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees and representatives and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's Trustees, officers, employees or representatives acting in connection with such capacities, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the matters Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Trust's indemnity agreement contained in this Paragraph. The Trust shall be entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and satisfactory to the Distributor or any other person harmless, to the Fund shall be fully and promptly advised of all pertinent facts concerning persons indemnified pursuant to the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundforegoing paragraph. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in In the event that the Fund so Trust elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in suit and retain such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify counsel, the Distributor or the persons indemnified pursuant to the foregoing paragraph shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of any such person except suit, the Trust will reimburse the Distributor and the persons indemnified pursuant to the foregoing paragraph for the reasonable fees and expenses of any legal counsel retained by them. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them in connection with the matters to which this Agreement relatesFund's Trustees, officers, employees or representatives (including, without limiting the foregoing, any wrongful or unauthorized sales activities of the Fund, except unauthorized sales activities performed by the Distributor, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or federal law relating to the sale of Shares), or (ii) may be based upon any untrue statement or alleged untrue statement of a loss resulting material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not -A5- misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Fund shall also indemnify and hold harmless the Distributor, its officers and directors and control persons from any liability to the Fund or to the holders of Shares by reason of the Fund's willful misfeasance, bad faith or negligencegross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Fund's indemnity in favor of the Distributor, including clerical errors and mechanical failuresor any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, on the part of any of such persons bad faith, or gross negligence in the performance of the Distributor's or such person's duties or from the by reason of reckless disregard by any of such persons of the Distributor's or such person's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but, if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified as defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified as defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they are seeking indemnification in the matter and to the fullest extent permissible by law. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its partners, officers, employees, representatives and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor '33 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or such of its partners, officers, employees, representatives or controlling person may become subject under the '33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund's trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund of any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such claim, but if the Fund elects to EXHIBIT (e) assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the Distributor, to its partners, officers, employees or representatives, or to any controlling person against any claim which may be or persons, defendant or defendants, in the subject of this indemnification, and in suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, its partners, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked reimburse the Distributor, such partners, officers, employees, representatives or controlling person or persons, defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale or any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust, on behalf of the Funds, agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor (the “Distributor Indemnitees”) against any loss, damage or expense (including the reasonable costs of investigationinvestigating or defending any claim, action, suit or proceeding and any reasonable counsel fees) reasonably incurred by the Distributor Indemnitees in connection with any claim or in connection with any action, suit or proceeding (“Claims”) to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon: (a) the Distributor acting as distributor of the Funds’ Shares; (b) the Distributor or any subsidiary or affiliate of the Distributor acting as a member of the National Securities Clearing Corporation (or any successor or other entity performing similar functions) (“NSCC”) and performing any NSCC member function on behalf of the Trust, with respect to the Funds (including but not limited to any liabilities incurred or payments made by the Distributor for “as of” transactions authorized by the Trust or any other payments made by the Distributor on behalf of the Trust) ; (c) the Distributor or any subsidiary or affiliate of the Distributor entering into Dealer Agreements, fund participation agreements, NSCC Trust SERV or Networking agreements or similar agreements with financial intermediaries on behalf of the Trust, with respect to the Funds; (d) any of the following: (i) any untrue statement, or alleged untrue statement, of a material fact contained in connection with any Registration Statement, (ii) any omission, or alleged omission, to state a material fact required to be stated in any Registration Statement or necessary to make the matters statements therein not misleading, or (iii) any untrue statement, or alleged untrue statement, of a material fact in any Fund-related advertisement or sales literature, or any omission, or alleged omission, to which state a material fact required to be stated therein to make the statements therein not misleading, in either case notwithstanding the exercise of reasonable care in the preparation or review thereof by the Distributor; (e) the material breach by the Trust of any provision of this Agreement relatesAgreement; provided, except a loss resulting however, that the Trust’s agreement to indemnify the Distributor Indemnitees pursuant to this Paragraph 9 shall not be construed to cover any Claims (A) pursuant to subsection (d) above to the extent such untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust or the Adviser by the Distributor for use in the Registration Statement or in corresponding statements made in the prospectus, advertisement or sales literature; (B) arising out of or based upon the willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Distributor's ’s obligations and duties under this Agreement, or (C) arising out of or based upon the Distributor’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consentTrust. Notwithstanding any other provision of this Agreement, no Fund shall be liable for the obligations of any other Fund, or any other series of the Trust, hereunder. In the event of a Claim for which the Distributor Indemnitees may be entitled to indemnification hereunder, the Distributor shall fully and promptly advise the Trust in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Trust’s indemnification obligations under this Agreement except to the extent that the Trust is materially prejudiced thereby. The Trust will be entitled to receive assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act upon advice on the Trust’s part, the Distributor shall have the right to participate in the defense. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing so approved by the Distributor, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Trust does not elect to assume the defense of any such suit or in case the Distributor reasonably withholds approval of counsel (who may be counsel chosen by the Trust, the Trust will reimburse the Distributor Indemnitees named as defendants in such suit, for the Fund reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 9. The Trust’s indemnification obligations contained in this Paragraph 9 shall remain operative and in full force and effect regardless of any investigation made by or its own counsel) on behalf of the Distributor Indemnitees, and shall be without liability for survive the delivery of any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the DistributorDistributor 's duties or from the reckless disregard by any of such persons of the DistributorDistributor 's obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the DistributorDistributor , and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them in connection with the matters to which this Agreement relatesFund's Trustees, officers, employees or representatives (including, without limiting the foregoing, any wrongful or unauthorized sales activities of the Fund, except unauthorized sales activities performed by the Distributor, as defined under the By-Laws of the NASD, including any failure to conform with any requirement of any state or federal law relating to the sale of Shares), or (ii) may be based upon any untrue statement or alleged untrue statement of a loss resulting material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the Fund by the Distributor. The Fund shall also indemnify and hold harmless the Distributor, its officers and directors and control persons from any liability to the Fund or to the holders of Shares by reason of the Fund's willful misfeasance, bad faith or negligencegross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case (i) is the Fund's indemnity in favor of the Distributor, including clerical errors and mechanical failuresor any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, on the part of any of such persons bad faith, or gross negligence in the performance of the Distributor's or such person's duties or from the by reason of reckless disregard by any of such persons of the Distributor's or such person's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but, if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified as defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified as defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them and will provide advances for payment of the reasonable expenses incurred by them in connection with the matters as to which it or they are seeking indemnification in the matter and to the fullest extent permissible by law. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to ----------------------------------- indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees and representatives and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's Trustees, officers, employees or representatives acting in connection with such capacities, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the matters Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Trust's indemnity agreement contained in this Paragraph. The Trust shall be entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and satisfactory to the Distributor or any other person harmless, to the Fund shall be fully and promptly advised of all pertinent facts concerning persons indemnified pursuant to the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundforegoing paragraph. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in In the event that the Fund so Trust elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in suit and retain such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify counsel, the Distributor or the persons indemnified pursuant to the foregoing paragraph shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of any such person except suit, the Trust will reimburse the Distributor and the persons indemnified pursuant to the foregoing paragraph for the reasonable fees and expenses of any legal counsel retained by them. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Trust or any of the Trust’s trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a directormaterial fact contained in a Registration Statement, officer, employeeprospectus, shareholder report or control person other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 Section with respect to any claim made against the Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.) However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that whom such action is not brought otherwise than on account of the Trust's indemnity contained in violation of applicable federal or state laws or regulationsthis Section.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 2 of the 1940 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Trust or any of the Trust’s trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a directormaterial fact contained in a Registration Statement, officer, employeeprospectus, shareholder report or control person other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 Section with respect to any claim made against the Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.) However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that whom such action is not brought otherwise than on account of the Trust’s indemnity contained in violation of applicable federal or state laws or regulationsthis Section.

Indemnification of the Distributor. The Fund agrees to ----------------------------------- indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund's Trustees/Directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Fund by the Distributor. In no case (i) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the defense of any suit brought to enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified as defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Trustees/Directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Corporation agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Corporation or any of them the Corporation's directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Corporation or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Corporation by the Distributor. In no case (i) is the Corporation's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Corporation to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Corporation in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Corporation of any case such claim shall not relieve the Fund Corporation from any liability which the Corporation may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Corporation's indemnity agreement contained in this Paragraph. The Corporation shall be fully entitled to participate, at its own expense, in the defense, or, if the Corporation so elects, to assume the defense of any suit brought to enforce any such claim, but if the Corporation elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Corporation and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so Corporation elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Corporation does not elect to assume the defense of any such suit, the claim, and neither Corporation will reimburse the Distributor nor any such person shall and the persons indemnified as defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Corporation agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees and representatives and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of them the Trust's Trustees, officers, employees or representatives acting in connection with such capacities, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the matters Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Trust's indemnity agreement contained in this Paragraph. The Trust shall be entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and satisfactory to the Distributor or any other person harmless, to the Fund shall be fully and promptly advised of all pertinent facts concerning persons indemnified pursuant to the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundforegoing paragraph. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in In the event that the Fund so Trust elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in suit and retain such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify counsel, the Distributor or the persons indemnified pursuant to the foregoing paragraph shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of any such person except suit, the Trust will reimburse the Distributor and the persons indemnified pursuant to the foregoing paragraph for the reasonable fees and expenses of any legal counsel retained by them. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or and such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (I) may be based upon any wrongful act by the Fund or any of them the Fund's trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund's indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust, on behalf of each Fund, agrees to indemnify and hold harmless the Distributor and each person of its directors and officers and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any loss, damage liability, claim, damages or expense (including the reasonable costs cost of investigation) reasonably investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred by any of them in connection with the matters to which this Agreement relatestherewith), except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, shareholder reports or other information filed or made public by the Trust, with respect to each Fund, as from time to time amended and supplemented, included an untrue statement of such persons a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the performance of statements therein not misleading and arising under the Distributor's duties 1933 Act, or from any other statute or the reckless disregard by any of such persons of common law, provided, however, that the Distributor's obligations and duties under this Agreement, for all of which exceptions Trust does not agree to so indemnify the Distributor shall be liable or hold it harmless to the Fund. The Fund will advance attorneys' fees extent that such statement or other expenses incurred by any such person omission was made on reliance upon, and in defending a proceedingconformity with, upon information furnished to the undertaking Trust in connection therewith by or on behalf of such person to repay the advance if it Distributor; and provided, further, that in no case (i) is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained indemnity of the Trust in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify favor of the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall indemnified to be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care deemed to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify protect the Distributor or any such person except with against any liability to the Fund's written consent. Notwithstanding any other provision of this Agreement, Trust or its security holders to which the Distributor or any controlling person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Contract, or (ii) is the Trust, on behalf of a Fund, to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified hereunder unless the Distributor or such person, as the case may be, shall have notified the Trust in writing of such claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such person (or after the Distributor or such person shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve it from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to receive participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by it and act upon advice satisfactory to the Distributor or such person or persons, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel (who may be counsel retained by them. If the Trust does not elect to assume the defense of any such suit, it will reimburse the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, for the Fund reasonable fees and expenses of any counsel retained by them. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it, any of its own counsel) and shall be without liability for Funds, or any action reasonably taken of its officers or thing reasonably done pursuant to such advice, provided that such action is not Trustees in violation connection with the issuance or sale of applicable federal or state laws or regulationsany of the shares.

Indemnification of the Distributor. The Fund Trust/Corporation agrees ----------------------------------- to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust/Corporation or any of them the Trust/Corporation's Trustees/Directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Trust/Corporation or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Trust/Corporation by the Distributor. In no case (i) is the Trust/Corporation's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust/Corporation to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust/Corporation in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust/Corporation of any case such claim shall not relieve the Fund Trust/Corporation from any liability which the Trust/Corporation may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust/Corporation's indemnity agreement contained in this Paragraph. The Trust/Corporation shall be fully entitled to participate, at its own expense, in the defense, or, if the Trust/Corporation so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust/Corporation elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust/Corporation and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so Trust/Corporation elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Trust/Corporation does not elect to assume the defense of any such suit, the claim, and neither Trust/Corporation will reimburse the Distributor nor any such person shall and the persons indemnified as defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Trust/Corporation agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its Trustees/Directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees Funds agree to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Distributor's ’s obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the FundFunds. The Fund Funds will advance attorneys' ’ fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. Unified Financial Securities, Inc. 8/20/2015 The Huntington Funds - 3 In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund Funds may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund Funds shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundFunds. The Fund Funds shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund Funds so elects elect it will so notify the Distributor, and thereupon the Fund Funds shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund Funds will be asked to indemnify the Distributor or any such person except with the Fund's Funds’ written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund Funds or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees Trust shall prepare and furnish to indemnify the Distributor from time to time such number of copies of the most recent form of the Prospectus filed with the Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the Distributor Distributor, its officers and each trustees and any person who has beencontrols the Distributor within the meaning of the 1933 Act, isfrom and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and trustees or any such controlling person may hereafter incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or arising out of or based upon any alleged omission to state a material fact required to be a director, officer, employee, shareholder stated in either or control person of necessary to make the statements in either not misleading. This Contract shall not be construed to protect the Distributor against any loss, damage liability to the Trust or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters its shareholders to which this Agreement relates, except a loss resulting from the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's its duties or from the by reason of its reckless disregard by any of such persons of the Distributor's its obligations and duties under this AgreementContract. This indemnity agreement is expressly conditioned upon the Trust being notified of any action brought against the Distributor, its officers or directors or any such controlling person, which notification shall be given by written correspondence addressed to the Trust, 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 failure to notify the Trust of any such action shall not relieve the Trust from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity agreement contained in this Section 15. The Trust shall be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, the defense shall be conducted by counsel chosen by the Trust and approved by the Distributor. If the Trust elects to assume the defense of any such suit and retain counsel approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in the case the Trust does not elect to assume the defense of any such suit, or in the case the Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the Distributor, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for all the reasonable fees and expenses of which exceptions any counsel retained by the Distributor or them. In addition, the Distributor shall be liable have the right to the Fund. The Fund will advance attorneys' fees or other expenses incurred by employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in defending a proceedingrespect of which indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, upon its officers and directors or such controlling person to be represented by separate counsel, in which event the undertaking fees and expenses of such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall applyDistributor, it is understood that if in any case the Fund may be asked to indemnify the Distributor its officers and directors or any other person or hold such controlling person. This indemnity agreement shall inure exclusively to the Distributor or any other person harmless, the Fund shall be fully and promptly advised benefit of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and its successors, the Distributor’s officers and directors and their respective estates and any such person controlling persons and their successors and estates. The Trust shall promptly notify the Distributor of the commencement of any litigation or proceedings against it in connection with the issue and sale of any shares. No indemnified party shall settle any claim which may be the subject of this indemnification, and in the event that the Fund so elects against it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall intends to seek indemnification from the indemnifying party, under the terms of this Paragraph 9Section 15, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. The Distributor No indemnified or indemnifying party shall in no case confess settle any claim or make any compromise unless the settlement contains a full release of liability with respect to the other party in any case in which respect of such action. This Section 15 shall survive the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision termination of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsContract.

Indemnification of the Distributor. The Fund agrees Funds agree to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Distributor's ’s obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the FundFunds. The Fund Funds will advance attorneys' ’ fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund Funds may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund Funds shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundFunds. The Fund Funds shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund Funds so elects elect it will so notify the Distributor, and thereupon the Fund Funds shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund Funds will be asked to indemnify the Distributor or any such person except with the Fund's Funds’ written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund Funds or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section l5 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund managers, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund from any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund’ indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such person against any claim which may claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the subject of this indemnificationFund and satisfactory to the Distributor, and to the persons indemnified defendant or defendants, in the suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete do not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked to indemnify reimburse the Distributor and the persons indemnified defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agree to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its managers, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees Funds agree to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's ’s duties or from the reckless disregard by any of such persons of the Unified Financial Securities, Inc. 12/13/2013 The Huntington Funds - 3 Distributor's ’s obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the FundFunds. The Fund Funds will advance attorneys' ’ fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund Funds may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund Funds shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundFunds. The Fund Funds shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund Funds so elects elect it will so notify the Distributor, and thereupon the Fund Funds shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund Funds will be asked to indemnify the Distributor or any such person except with the Fund's Funds’ written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund Funds or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Trust or any of the Trust’s trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a director, officer, employeematerial fact contained in a Registration Statement. prospectus, shareholder report or control person other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 Section with respect to any claim made against the Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim that shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.) However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that whom such action is not brought otherwise than on account of the Trust’s indemnity contained in violation of applicable federal or state laws or regulationsthis Section.

Indemnification of the Distributor. The Fund agrees Funds agree to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Funds or any of them the Funds' Directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Funds or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon and in conformity with information furnished to the matters Funds by the Distributor. In no case (i) is the Funds' indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributorsuch person's duties or from the by reason of reckless disregard by any of such persons of the Distributorperson's obligations and duties under this Agreement, for all of which exceptions Agreement or (ii) are the Distributor shall Funds to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under their indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Funds in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Funds of any case such claim shall not relieve the Fund Funds from any liability which the Funds may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Funds' indemnity agreement contained in this Paragraph. The Funds shall be fully entitled to participate, at their own expense, in the defense, or, if the Funds so elect, to assume the defense of any suit brought to enforce any such claim, but if the Funds elect to assume the defense, such defense shall be conducted by legal counsel chosen by the Funds and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so elects it will so notify Funds elect to assume the defense of any such suit and retain such legal counsel, the Distributor, the persons indemnified as defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete Funds do not elect to assume the defense of any such suit, the claim, and neither Funds will reimburse the Distributor nor any such person shall and the persons indemnified as defendant or defendants in such situation initiate further suit for the reasonable fees and expenses of any legal or other expenses for which it shall seek indemnification under this Paragraph 9counsel retained by them. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked Funds agree to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of their Directors, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund agrees to Trust shall indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has been, is, controls or may hereafter be a director, officer, employee, shareholder or control person previously controlled the Distributor within the meaning of Section 15 of the Distributor 1933 Act, against any lossand all losses, damage liabilities, damages, claims or expense (expenses ( including the reasonable costs of investigationinvestigating or defending any entitled loss, liability, damage claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any of them in connection with the matters to person which this Agreement relates, except a loss resulting from (i) may be based upon any willful misfeasance, bad faith or faith, negligence, including clerical errors gross negligence or reckless disregard of its duties and mechanical failures, on obligations under this Agreement by the part of Trust or any of the Trust's Trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of material fact contained in a Registration Statement, Prospectus, shareholder report or other information covering Shares filed or made public by the Trust, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such persons statement or omission was made in reliance upon and in conformity with information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any other person indemnified hereunder, to be deemed to protect the Distributor or such other indemnified person against any liability to which the Distributor or other such person would otherwise be subject by reason of willful misfeasance, bad faith, negligence or gross negligence in the performance of the DistributorDistributor or such other person's duties or from the by reason of reckless disregard by any of such persons of the DistributorDistributor or such other person's obligations and duties under this AgreementAgreement (as determined by a final judgement on the merits by a court of competent jurisdiction or, for all in the absence of which exceptions such a decision, a reasonable determination, based upon a review of the Distributor shall facts, that the indemnified person did not engage in such conduct by a vote of a majority of a quorum of the Trustees who are neither "interested persons" of the Trust as defined in the 1940 Act nor parties to the proceeding, or an independent legal counsel in a written opinion) or (ii) is the Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 paragraph with respect to any claim made against, the Distributor or other person indemnified unless the Distributor, or such other person, as the case may be, shall applyhave notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such other person (or after the Distributor or such other person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund Trust's indemnity agreement contained in this paragraph. The Trust shall be fully entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense, of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care reasonably satisfactory to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be to the subject of this indemnificationpersons indemnified as defendant or defendants, and in the suit. In the event that the Fund so Trust elects it will so notify to assume the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in suit and retain such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreementcounsel, the Distributor and the other persons indemnified hereunder as defendant or defendants in the suit shall be entitled bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to receive assume the defense of any such suit, the Trust shall reimburse the Distributor and act upon advice of counsel (who may be counsel the other persons indemnified, hereunder as defendant or defendants in such suit for the Fund reasonable fees and expenses of any legal counsel retained by them. The Trust shall promptly notify the Distributor of the commencement of any litigation or other proceedings against it or any of its own counsel) and shall be without liability for Trustees, officers, employees or representatives in connection with the issue or sale of any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Company agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's duties or from the reckless disregard by any of such persons of the Distributor's obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the FundCompany. The Fund Company will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund Company may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundCompany. The Fund Company shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund Company so elects it will so notify the Distributor, and thereupon the Fund Company shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund Company will be asked to indemnify the Distributor or any such person except with the FundCompany's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund Company or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its directors and officers and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor 1933 Act against any loss, damage liability, claim, damages or expense (including the reasonable costs cost of investigation) reasonably investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred by any of them in connection with therewith), arising by reason of any person acquiring any shares, based upon the matters ground that the registration statement, Prospectus, shareholder reports or other information filed or made public by the Fund as from time to time amended and supplemented, included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and arising under the Securities Act of 1933, or any other statute or the common law, provided, however, that the Fund does not agree to so indemnify the Distributor or hold it harmless to the extent that such statement or omission was made on reliance upon, and in conformity with, information furnished to the Fund in connection therewith by or on behalf of the Distributor; and provided, further, that in no case (i) is the indemnity of the Fund in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any such person against any liability to the Fund or its security holders to which this Agreement relates, except a loss resulting from willful the Distribution Contract or any controlling person would otherwise be subject by reason of wilful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's its duties or from the by reason of its reckless disregard by any of such persons of the Distributor's its obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 shall apply, it is understood that if in paragraph with respect to any case the Fund may be asked to indemnify claim made against the Distributor or any person indemnified unless the Distributor or such person, as the case may be, shall have notified the Fund in writing of such claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such person (or hold after the Distributor or such person shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve it from any liability which it may have to the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation its indemnity agreement contained in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundthis paragraph. The Fund shall have be entitled to participate at its own expense in the option defense, or, if it so elects, to defend assume the defense of any suit brought to enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Distributor and or such person or persons, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any such person against any claim which may be the subject of this indemnificationsuit and retain such counsel, and in the event that the Fund so elects it will so notify the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of any such suit, it will reimburse the claimDistributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, for the reasonable fees and neither expenses of any counsel retained by them. The Fund agrees promptly to notify the Distributor nor of the commencement of any such person shall in such situation initiate further legal litigation or other expenses for which proceedings against it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except of its officers or trustees in connection with the Fund's written consent. Notwithstanding issuance or sale of any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsshares.

Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each person of its partners, officers, employees, representatives and each person, if any, who has been, is, or may hereafter be a director, officer, employee, shareholder or control person controls the Distributor within the meaning of Section 15 of the Distributor ’33 Act against any lossand all losses, damage liabilities, damages, claims or expense expenses (including the reasonable costs of investigationinvestigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) reasonably incurred to which the Distributor or such of its partners, officers, employees, representatives or controlling person may become subject under the ’33 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of them the Fund’s trustees, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in connection with a registration statement, prospectus, shareholder report or other information covering Shares filed or made public by the matters Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (i) is the Fund’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Fund to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor, or person indemnified unless the Distributor, or such person, as the case may be, shall applyhave notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent). However, it is understood that if in failure to notify the Fund of any case such claim shall not relieve the Fund of any liability which the Fund may be asked have to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised against whom such action is brought otherwise than on account of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund’s indemnity agreement contained in this Paragraph. The Fund shall have be entitled to participate, at its own expense, in the option defense, or, if the Fund so elects, to defend assume the Distributor and defense of any suit brought to enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the Distributor, to its partners, officers, employees or representatives, or to any controlling person against any claim which may be or persons, defendant or defendants, in the subject of this indemnification, and in suit. In the event that the Fund so elects it will so notify to assume the defense of any such suit and retain such legal counsel, the Distributor, its partners, officers, employees, representatives or controlling person or persons, defendant or defendants in the suit, shall bear the fees and thereupon expenses of any additional legal counsel retained by them. If the Fund shall take over complete does not elect to assume the defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which suit, the Fund will be asked reimburse the Distributor, such partners, officers, employees, representatives or controlling person or persons, defendant or defendants in such suit for the reasonable fees and expenses of any legal counsel retained by them. The Fund agrees to indemnify promptly notify the Distributor of the commencement of any litigation or proceedings against it or any such person except of its trustees, officers, employees or representatives in connection with the Fund's written consent. Notwithstanding issue or sale or any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulationsShares.

Indemnification of the Distributor. The Fund Trust agrees to indemnify and hold harmless the Distributor and each person of its present or former directors, officers, employees, representatives and each person, if any, who has beencontrols or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, isunder any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may hereafter be based upon any wrongful act by the Trust or any of the Trust's trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a directormaterial fact contained in a registration statement, officer, employeeprospectus, shareholder report or control person other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to made the statements upon information furnished to the Trust by the Distributor. In no case (i) is the Trust's indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters liability to which this Agreement relates, except a loss resulting from the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith faith, or negligence, including clerical errors and mechanical failures, on the part of any of such persons gross negligence in the performance of the Distributor's his duties or from the by reason of his reckless disregard by any of such persons of the Distributor's his obligations and duties under this Agreement, for all of which exceptions or (ii) is the Distributor shall Trust to be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions under its indemnity agreement contained in this Paragraph 9 with respect to any claim made against Distributor or person indemnified unless the Distributor or such person, as the case may be, shall applyhave notified in the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.) However, it is understood that if in failure to notify the Trust of any case such claim shall not relieve the Fund Trust from any liability which the Trust may be asked have to indemnify the Distributor or any other person or hold against whom such action is brought otherwise than on account of the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation Trust's indemnity agreement contained in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fundthis Paragraph. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor Trust shall be entitled to receive participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and act upon advice satisfactory to the Distributor and to the defendant or defendants entitled to such indemnification. In the vent that the Trust elects to assume the defense of any suit and retain legal counsel, the Distributor and the defendant or defendants entitled to such indemnification, shall bear the fees and expenses of any additional legal counsel (who may be counsel retained by them. If the Trust does not elect to assume the defense of any such suit, the Trust will reimburse the Distributor and the defendant or defendants entitled to such indemnification for the Fund reasonable fees and expenses of any legal counsel retained by them. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its own counsel) and shall be without liability for any action reasonably taken trustees, officers, employees, or thing reasonably done pursuant to such advice, provided that such action is not representatives in violation connection with the issue or sale of applicable federal or state laws or regulationsan Shares.