Common use of Indemnification of the Sponsor Clause in Contracts

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor shall be indemnified by within the Trust (or, in furtherance meaning of Section 3.815 of the 1933 Act (for purposes of this Section 3.2, by a Fund separately the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the “Sponsor Affiliates”), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent the matter in question relates to a single Fund that such liability or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement expense shall arise out of any claims sustained by it in connection with its activities for the Trust, provided that or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was use in the best interests of Registration Statement or Prospectus in effect from time to time under the Trust and such liability or loss was not the result of gross negligence, willful misconduct1933 Act, or a breach of this Trust Agreement (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor and (ii) any such indemnification will only be recoverable from rely upon the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected information provided by the dissolution or other cessation to exist Distributor for use in the preparation of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee Registration Statement and the court approves the indemnification of such expenses (includingProspectus, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion commencement of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding brought against the Sponsor Affiliates, which notification shall be paid given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the Trust person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ failure to notify the applicable Fund or Funds in advance Distributor of the final disposition commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, suit or proceedingwith counsel of its own choosing, satisfactory to the Sponsor Affiliates, if (i) such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the legal action relates to the performance of duties or services by Distributor and the Sponsor on behalf Affiliates shall each have the right to participate in the defense or preparation of the Trust or any Fund or Funds; (ii) the legal defense of such action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7at their own expense. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.84.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the TrustTrust or any Fund, as applicable, (including in its capacity as Tax Representative) provided that (i) the Sponsor was acting on behalf of or performing services for the Trust or such Fund, as applicable, and has determined, in good faith, that such course of conduct was in the best interests of the Trust or such Fund, as applicable, and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor Sponsor, and (ii) any such indemnification will only be recoverable from the Trust estate or the applicable Trust Estate or Trust Estatesestate of such Fund. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a5.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsFund, as applicable; (ii) the legal action is initiated by a party other than the TrustTrust or any Fund, as applicable; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds any Fund, as applicable, in cases in which it is not entitled to indemnification under this Section 4.75.7. (e) The term “Sponsor” as used only in this Section 4.7 5.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds Fund, as applicable, and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund Fund, as applicable, is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited ShareholderUnitholder’s (or assignee’s) obligations or liabilities unrelated to the business of the Trust businessor any Fund, as applicable, such Limited Shareholder Unitholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund such Fund, as applicable, for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount by the Trust pursuant to this Section 4.7 5.7 shall be subject to Section 3.8 4.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor Trust shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately indemnify and hold harmless to the fullest extent permitted by law the matter in question relates to Sponsor and its Affiliates, successors, assigns, legal representatives, officers, directors, employees, agents and servants (each a single Fund or disproportionately affects a specific Fund in relation to other Funds“Sponsor Indemnified Party”) against any all claims, losses, judgmentsliabilities and expenses, liabilities, expenses and including but not limited to amounts paid in settlement satisfaction of judgments or settlements, in compromise or as fines and penalties, and counsel fees reasonably incurred by any claims sustained by it Sponsor Indemnified Party, in connection with its activities for the Trustdefense or disposition of any action, provided that (i) the Sponsor was acting on behalf of suit or performing services for the Trust and has determinedother proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Sponsor Indemnified Party may be or may have been involved as a party or otherwise or with which such Sponsor Indemnified Party may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Sponsor Indemnified Party or by reason of his or her being or having been such a Sponsor Indemnified Party except with respect to any matter as to which such Sponsor Indemnified Party shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith, faith in the reasonable belief that such course of conduct Sponsor Indemnified Party’s action was in the best interests of the Trust and except that no Sponsor Indemnified Party shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such liability or loss was not the result of gross negligenceSponsor Indemnified Party, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor and (ii) provided further that any such indemnification will only be recoverable from the applicable Trust Estate or Trust EstatesEstate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the SponsorSponsor Indemnified Party, or the withdrawal, adjudication of bankruptcy or insolvency of the SponsorSponsor Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the SponsorSponsor Indemnified Party. (b) Notwithstanding the provisions of this Section 4.7(a) above4.10(a), a Sponsor Indemnified Party and any Person acting as broker-dealer for the Sponsor Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “SponsorSponsor Indemnified Party” as used only in this Section 4.7 4.10 shall include, in addition to the Sponsor, any other Covered Person Sponsor Indemnified Party performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (fe) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (gf) The payment Expenses, including counsel fees, so incurred by any such Sponsor Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any amount pursuant such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Sponsor Indemnified Party to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds4.10.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.84.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the TrustTrust or any Fund, as applicable, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust or such Fund, as applicable, and has determined, in good faith, that such course of conduct was in the best interests of the Trust or such Fund, as applicable, and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor Sponsor, and (ii) any such indemnification will only be recoverable from the Trust estate or the applicable Trust Estate or Trust Estatesestate of such Fund. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a5.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsFund, as applicable; (ii) the legal action is initiated by a party other than the TrustTrust or any Fund, as applicable; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds any Fund, as applicable, in cases in which it is not entitled to indemnification under this Section 4.75.7. (e) The term “Sponsor” as used only in this Section 4.7 5.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds Fund, as applicable, and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund Fund, as applicable, is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholderunitholder’s (or assignee’s) obligations or liabilities unrelated to the business of the Trust businessor any Fund, as applicable, such Limited Shareholder unitholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund such Fund, as applicable, for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount by the Trust pursuant to this Section 4.7 5.7 shall be subject to Section 3.8 4.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.84.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the TrustTrust or any Fund, as applicable (including in its capacity as Tax Representative), provided that (i) the Sponsor was acting on behalf of or performing services for the Trust or such Fund, as applicable, and has determined, in good faith, that such course of conduct was in the best interests of the Trust or such Fund, as applicable, and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor Sponsor, and (ii) any such indemnification will only be recoverable from the Trust estate or the applicable Trust Estate or Trust Estatesestate of such Fund. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a5.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsFund, as applicable; (ii) the legal action is initiated by a party other than the TrustTrust or any Fund, as applicable; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds any Fund, as applicable, in cases in which it is not entitled to indemnification under this Section 4.75.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.84.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the TrustTrust or any Fund, as applicable, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust or such Fund, as applicable, and has determined, in good faith, that such course of conduct was in the best interests of the Trust or such Fund, as applicable, and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor Sponsor, and (ii) any such indemnification will only be recoverable from the Trust estate or the applicable Trust Estate or Trust Estatesestate of such Fund. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a5.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsFund, as applicable; (ii) the legal action is initiated by a party other than the TrustTrust or any Fund, as applicable; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds any Fund, as applicable, in cases in which it is not entitled to indemnification under this Section 4.75.7. (e) The term “Sponsor” as used only in this Section 4.7 5.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds Fund, as applicable, and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund Fund, as applicable, is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited ShareholderUnitholder’s (or assignee’s) obligations or liabilities unrelated to the business of the Trust businessor any Fund, as applicable, such Limited Shareholder Unitholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund such Fund, as applicable, for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount by the Trust pursuant to this Section 4.7 5.7 shall be subject to Section 3.8 4.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor shall be indemnified by within the Trust (or, in furtherance meaning of Section 3.815 of the 1933 Act (for purposes of this Section 3.2, by a Fund separately the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the "Sponsor Affiliates"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent the matter in question relates to a single Fund that such liability or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement expense shall arise out of any claims sustained by it in connection with its activities for the Trust, provided that or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was use in the best interests of Registration Statement or Prospectus in effect from time to time under the Trust and such liability or loss was not the result of gross negligence, willful misconduct1933 Act, or a breach of this Trust Agreement (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor and (ii) any such indemnification will only be recoverable from rely upon the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected information provided by the dissolution or other cessation to exist Distributor for use in the preparation of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee Registration Statement and the court approves the indemnification of such expenses (includingProspectus, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement any alleged act or omission on the Distributor's part as the Trust's agent that has not been expressly authorized by the Sponsor in writing. The Distributor's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion commencement of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding brought against the Sponsor Affiliates, which notification shall be paid given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the Trust person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates' failure to notify the applicable Fund or Funds in advance Distributor of the final disposition commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, suit or proceedingwith counsel of its own choosing, satisfactory to the Sponsor Affiliates, if (i) such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the legal action relates to the performance of duties or services by Distributor and the Sponsor on behalf Affiliates shall each have the right to participate in the defense or preparation of the Trust or any Fund or Funds; (ii) the legal defense of such action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7at their own expense. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of of, or performing services for for, the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate or Trust EstatesEstate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy United States Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a6.7(a) above, the Sponsor Sponsor, any Authorized Participant and any other Person acting as a broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsTrust; (ii) the legal action is initiated by a third party other than who is not a Shareholder or the Trustlegal action is initiated by a Shareholder and a court of competent jurisdiction specifically approves such advance; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.76.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.84.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the TrustTrust or any Fund, as applicable, (including in its capacity as Tax Matters Partner or the Partnership Representative) provided that (i) the Sponsor was acting on behalf of or performing services for the Trust or such Fund, as applicable, and has determined, in good faith, that such course of conduct was in the best interests of the Trust or such Fund, as applicable, and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor Sponsor, and (ii) any such indemnification will only be recoverable from the Trust estate or the applicable Trust Estate or Trust Estatesestate of such Fund. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a5.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsFund, as applicable; (ii) the legal action is initiated by a party other than the TrustTrust or any Fund, as applicable; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds any Fund, as applicable, in cases in which it is not entitled to indemnification under this Section 4.75.7. (e) The term “Sponsor” as used only in this Section 4.7 5.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds Fund, as applicable, and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund Fund, as applicable, is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited ShareholderUnitholder’s (or assignee’s) obligations or liabilities unrelated to the business of the Trust businessor any Fund, as applicable, such Limited Shareholder Unitholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund such Fund, as applicable, for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount by the Trust pursuant to this Section 4.7 5.7 shall be subject to Section 3.8 4.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsTrust; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of of, or performing services for for, the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate or Trust EstatesEstate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy United States Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a6.7(a) above, the Sponsor Sponsor, any Authorized Participant and any other Person acting as a broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsTrust; (ii) the legal action is initiated by a third party other than who is not a Shareholder or the Trustlegal action is initiated by a Shareholder and a court of competent jurisdiction specifically approves such advance; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.76.7. (e) The term “Sponsor” as used only in this Section 4.7 6.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) or Beneficial Owner’s (or assignee’s) obligations or liabilities unrelated to Trust businessaffairs, such Limited Shareholder or Beneficial Owner (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor and any Covered Person shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it arising out of or in connection with the performance of its activities for obligations under the TrustTrust Agreement or any actions taken in accordance with the provisions of the Trust Agreement, provided that (i) the Sponsor was acting on behalf of of, or performing services for for, the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate Estate. Any amounts payable to a Covered Person under the Trust Agreement may be payable in advance or will be secured by a lien on the Trust. The Sponsor will not be under any obligation to appear in, prosecute or defend any legal action that in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in its discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Estates. Agreement and the rights and duties of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action will be expenses and costs of the Trust and the Sponsor will be entitled to be reimbursed therefor by the Trust. (b) All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (bc) Notwithstanding the provisions of this Section 4.7(a6.6(a) above, the Sponsor Sponsor, any Authorized Participant and any other Person acting as a broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (cd) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (de) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust; and (iiiii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.76.6. (ef) The term “Sponsor” as used only in this Section 4.7 6.6 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (fg) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Distributor agrees to ------------------------------ indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor shall be indemnified by within the Trust (or, in furtherance meaning of Section 3.815 of the 1933 Act (for purposes of this Section 3.2, by a Fund separately the Sponsor, its officers and directors, --- if any, and its controlling persons are collectively referred to as the "Sponsor Affiliates"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent the matter in question relates to a single Fund that such liability or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement expense shall arise out of any claims sustained by it in connection with its activities for the Trust, provided that or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was use in the best interests of Registration Statement or Prospectus in effect from time to time under the Trust and such liability or loss was not the result of gross negligence, willful misconduct1933 Act, or a breach of this Trust Agreement (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor and (ii) any such indemnification will only be recoverable from rely upon the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected information provided by the dissolution or other cessation to exist Distributor for use in the preparation of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee Registration Statement and the court approves the indemnification of such expenses (includingProspectus, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement any alleged act or omission on the Distributor's part as the Trust's agent that has not been expressly authorized by the Sponsor in writing. The Distributor's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion commencement of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding brought against the Sponsor Affiliates, which notification shall be paid given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the Trust person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates' failure to notify the applicable Fund or Funds in advance Distributor of the final disposition commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, suit or proceedingwith counsel of its own choosing, satisfactory to the Sponsor Affiliates, if (i) such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the legal action relates to the performance of duties or services by Distributor and the Sponsor on behalf Affiliates shall each have the right to participate in the defense or preparation of the Trust or any Fund or Funds; (ii) the legal defense of such action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7at their own expense. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor and any Covered Person shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it arising out of or in connection with the performance of its activities for obligations under the TrustTrust Agreement or any actions taken in accordance with the provisions of the Trust Agreement, provided that (i) the Sponsor was acting on behalf of of, or performing services for for, the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate Estate. Any amounts payable to a Covered Person under the Trust Agreement may be payable in advance or will be secured by a lien on the Trust. The Sponsor will not be under any obligation to appear in, prosecute or defend any legal action that in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in its discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Estates. Agreement and the rights and duties of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action will be expenses and costs of the Trust and the Sponsor will be entitled to be reimbursed therefor by the Trust. (b) All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (bc) Notwithstanding the provisions of this Section 4.7(a6.6(a) above, the Sponsor Sponsor, any Authorized Participant and any other Person acting as a broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (cd) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (de) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust; and (iiiii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.76.6. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the applicable Trust Estate or Trust EstatesEstate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. The source of payments made in respect of indemnification under this Trust Agreement shall be the assets of the Trust. (b) Notwithstanding the provisions of this Section 4.7(a4.6(a) above, the Sponsor and any Person acting as broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsTrust; (ii) the legal action is initiated by a third party other than who is not a Shareholder or the Trustlegal action is initiated by a Shareholder and a court of competent jurisdiction specifically approves such advance; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.74.6. (ed) The term “"Sponsor” ," as used only in this Section 4.7 4.6, shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s 's authority as set forth in this Trust Agreement. (fe) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s 's (or assignee’s's) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ ' and accountants’ ' fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor shall be indemnified by within the Trust (or, in furtherance meaning of Section 3.815 of the 1933 Act (for purposes of this Section 3.2, by a Fund separately the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the "Sponsor Affiliates"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent the matter in question relates to a single Fund that such liability or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement expense shall arise out of any claims sustained by it in connection with its activities for the Trust, provided that or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was use in the best interests of Registration Statement or Prospectus in effect from time to time under the Trust and such liability or loss was not the result of gross negligence, willful misconduct1933 Act, or a breach of this Trust Agreement (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor and (ii) any such indemnification will only be recoverable from rely upon the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected information provided by the dissolution or other cessation to exist Distributor for use in the preparation of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee Registration Statement and the court approves the indemnification of such expenses (includingProspectus, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement any alleged act or omission on the Distributor's part as the Trust's agent that has not been expressly authorized by the Sponsor in writing The Distributor's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion commencement of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding brought against the Sponsor Affiliates, which notification shall be paid given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the Trust person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates' failure to notify the applicable Fund or Funds in advance Distributor of the final disposition commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, suit or proceedingwith counsel of its own choosing, satisfactory to the Sponsor Affiliates, if (i) such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the legal action relates to the performance of duties or services by Distributor and the Sponsor on behalf Affiliates shall each have the right to participate in the defense or preparation of the Trust or any Fund or Funds; (ii) the legal defense of such action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7at their own expense. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Distributor agrees to indemnify, defend, and hold the Sponsor, any person who controls the Sponsor shall be indemnified by within the Trust (or, in furtherance meaning of Section 3.815 of the 1933 Act, by a Fund separately and their respective officers and directors (for purposes of this Section 3.2, the Sponsor, its controlling persons, and their respective officers and directors are collectively referred to as the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) "Sponsor Affiliates"), free and harmless from and against any lossesand all claims, judgmentsdemands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and amounts paid in settlement of any claims sustained by it counsel fees reasonably incurred in connection with its activities for therewith) which the TrustSponsor Affiliates may incur, provided that under the 1933 Act or under common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was use in the best interests of the Trust and such liability Registration Statement or loss was not the result of gross negligence, willful misconductProspectus in effect from time to time, or a breach of this Trust Agreement (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor and (ii) any such indemnification will only be recoverable from rely upon the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected information provided by the dissolution or other cessation to exist Distributor for use in the preparation of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee Registration Statement and the court approves the indemnification of such expenses (includingProspectus, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement any alleged act or omission on the Distributor's part as the Trust's agent that has not been expressly authorized by the Sponsor in writing. The Distributor's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion commencement of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding brought against the Sponsor Affiliates, which notification shall be paid given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado and sent to the Distributor by the Trust person against whom such action is brought within 10 days after the summons or other first legal process shall have been served. The Sponsor Affiliates' failure to notify the applicable Fund or Funds in advance Distributor of the final disposition commencement of any such action, suit or proceeding, if (i) action shall not relieve the legal action relates Distributor from any liability which it may have to the performance Sponsor Affiliates by reason of duties any such untrue statement or services omission, alleged untrue statement or omission, or alleged act or omission on the part of the Distributor independent of this indemnification. The Distributor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Distributor and approved by the Sponsor on behalf Affiliate (such approval not to be unreasonably withheld). If the Distributor elects to assume the defense of the Trust or any Fund or Funds; (ii) the legal action is initiated such suit and retain counsel approved by a party other than the Trust; and (iii) the Sponsor undertakes to repay Affiliate, the advanced funds with interest to defendant or defendants in such suit shall bear the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, fees and expenses of any other Covered Person performing services on behalf additional counsel retained by any of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) them. In the event the Trust or any Fund is made a party Distributor does not elect to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse assume the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment defense of any amount pursuant such suit and retain counsel of good standing approved by the Sponsor Affiliate, or the Sponsor Affiliate does not approve of the counsel chosen by the Distributor (such approval not to this Section 4.7 be unreasonably withheld), the Distributor shall be subject to Section 3.8 with respect to bear the allocation fees and expenses of liabilities and other amounts, as appropriate, among any counsel retained by the Funds.Sponsor Affiliate. The indemnification agreement contained in

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of of, or performing services for for, the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate or Trust EstatesEstate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a6.7(a) above, the Sponsor Sponsor, any Participant and any other Person acting as a broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsTrust; (ii) the legal action is initiated by a third party other than who is not a Limited Owner or the Trustlegal action is initiated by a Limited Owner and a court of competent jurisdiction specifically approves such advance; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.76.7. (e) The term “Sponsor” as used only in this Section 4.7 6.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited ShareholderOwner’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder Owner (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of of, or performing services for for, the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate or Trust EstatesEstate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy United States Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a‎Section 6.7(a) above, the Sponsor Sponsor, any Authorized Participant and any other Person acting as a broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsTrust; (ii) the legal action is initiated by a third party other than who is not a Shareholder or the Trustlegal action is initiated by a Shareholder and a court of competent jurisdiction specifically approves such advance; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7‎Section 6.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.84.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the TrustTrust or any Fund, as applicable, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust or such Fund, as applicable, and has determined, in good faith, that such course of conduct was in the best interests of the Trust or such Fund, as applicable, and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor Sponsor, and (ii) any such indemnification will only be recoverable from the Trust estate or the applicable Trust Estate or Trust Estatesestate of such Fund. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a5.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the applicable Trust Estate or Trust EstatesEstate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor and any Person acting as broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsTrust; (ii) the legal action is initiated by a third party other than who is not a Unitholder or the Trustlegal action is initiated by a Unitholder and a court of competent jurisdiction specifically approves such advance; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited ShareholderUnitholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder Unitholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor shall be indemnified by within the Trust (or, in furtherance meaning of Section 3.815 of the 1933 Act (for purposes of this Section 3.2, by a Fund separately the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the “Sponsor Affiliates”), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent the matter in question relates to a single Fund that such liability or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement expense shall arise out of any claims sustained by it in connection with its activities for the Trust, provided that or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was use in the best interests of Registration Statement or Prospectus in effect from time-to-time under the Trust and such liability or loss was not the result of gross negligence, willful misconduct1933 Act, or a breach of this Trust Agreement (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor and (ii) any such indemnification will only be recoverable from rely upon the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected information provided by the dissolution or other cessation to exist Distributor for use in the preparation of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee Registration Statement and the court approves the indemnification of such expenses (includingProspectus, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the claims commencement of any action brought against a particular indemnitee the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Houston, Texas, and finds that indemnification sent to the Distributor by the person against whom such action is brought within ten (10) days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ failure to notify the Distributor of the settlement and related costs should be made. (c) The Trust and the Funds commencement of any such action shall not incur relieve the cost of that portion Distributor from any liability which it may have to the Sponsor Affiliates by reason of any insurance which insures such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor will be entitled to assume the defense of any party against suit brought to enforce any liabilitysuch claim, demand or liability and to retain legal counsel of good standing chosen by the Distributor and approved by the Sponsor Affiliates (such approval not to be unreasonably withheld). If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Sponsor Affiliates, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Distributor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Sponsor Affiliates or the Sponsor Affiliates do not approve of the counsel chosen by the Distributor (such approval not to be unreasonably withheld), the Sponsor Affiliates shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.2 shall remain operative and in full force and effect regardless of which is herein prohibited. (d) Expenses incurred in defending a threatened any investigation made by or pending civilon behalf of the Sponsor Affiliates and shall survive the sale of any Creation Units of Shares made pursuant to purchase orders obtained by the Distributor. This indemnification will inure exclusively to the benefit of the Sponsor Affiliates and its successors, administrative or criminal action suit assigns and estate. The Distributor shall promptly notify the Sponsor Affiliates of the commencement of any litigation or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or Distributor in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, the issue and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment sale of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation Creation Units of liabilities and other amounts, as appropriate, among the FundsShares.

Indemnification of the Sponsor. (a) The Sponsor and any other Covered Person shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement arising out of any claims sustained by it or in connection the performance of its obligations under the Trust Agreement, any actions taken in accordance with the provisions of the Trust agreement or with its activities for the Trust (including in providing seed capital to the Trust), provided that (i) the Sponsor was acting on behalf of of, or performing services for the Trust and has determinedfor, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligencefraud, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate Estate. Any amounts payable to the Sponsor and any Covered Person under the Trust Agreement may be payable in advance. The Sponsor will not be under any obligation to appear in, prosecute or defend any legal action that in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in its discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Estates. Agreement and the rights and duties of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action will be expenses and costs of the Trust and the Sponsor will be entitled to be reimbursed therefor by the Trust. (b) All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy United States Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust;; and (iiiii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.76.7. (e) The term “Sponsor” as used only in this Section 4.7 6.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust businessaffairs, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor shall be indemnified by within the Trust (or, in furtherance meaning of Section 3.815 of the 1933 Act (for purposes of this Section 3.2, by a Fund separately the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the "Sponsor Affiliates"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent the matter in question relates to a single Fund that such liability or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement expense shall arise out of any claims sustained by it in connection with its activities for the Trust, provided that or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was use in the best interests of Registration Statement or Prospectus in effect from time to time under the Trust and such liability or loss was not the result of gross negligence, willful misconduct1933 Act, or a breach of this Trust Agreement (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor and (ii) any such indemnification will only be recoverable from rely upon the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected information provided by the dissolution or other cessation to exist Distributor for use in the preparation of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee Registration Statement and the court approves the indemnification of such expenses (includingProspectus, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement any alleged act or omission on the Distributor's part as the Trust's agent that has not been expressly authorized by the Sponsor in writing. The Distributor's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the claims commencement of any action brought against a particular indemnitee the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and finds that indemnification sent to the Distributor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates' failure to notify the Distributor of the settlement and related costs should be made. (c) The Trust and the Funds commencement of any such action shall not incur relieve the cost of that portion Distributor from any liability which it may have to the Sponsor Affiliates by reason of any insurance which insures such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor will be entitled to assume the defense of any party against suit brought to enforce any liabilitysuch claim, demand or liability and to retain legal counsel of good standing chosen by the Distributor and approved by the Sponsor Affiliates (such approval not to be unreasonably withheld). If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Sponsor Affiliates, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Distributor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Sponsor Affiliates or the Sponsor Affiliates do not approve of the counsel chosen by the Distributor (such approval not to be unreasonably withheld), the Sponsor Affiliates shall bear the fees and expenses of any counsel retained by it. The indemnification agreement contained in this Section 3.2 shall remain operative and in full force and effect regardless of which is herein prohibited. (d) Expenses incurred in defending a threatened any investigation made by or pending civilon behalf of the Sponsor Affiliates and shall survive the sale of any Creation Units of Shares made pursuant to purchase orders obtained by the Distributor. This indemnification will inure exclusively to the benefit of the Sponsor Affiliates and its successors, administrative or criminal action suit assigns and estate. The Distributor shall promptly notify the Sponsor Affiliates of the commencement of any litigation or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or Distributor in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, the issue and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment sale of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation Creation Units of liabilities and other amounts, as appropriate, among the FundsShares.

Indemnification of the Sponsor. (a) The Sponsor and any other Covered Person shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement arising out of any claims sustained by it or in connection the performance of its obligations under the Trust Agreement, any actions taken in accordance with the provisions of the Trust agreement or with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of of, or performing services for the Trust and has determinedfor, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligencefraud, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate Estate. Any amounts payable to the Sponsor and any Covered Person under the Trust Agreement may be payable in advance. The Sponsor will not be under any obligation to appear in, prosecute or defend any legal action that in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in its discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Estates. Agreement and the rights and duties of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action will be expenses and costs of the Trust and the Sponsor will be entitled to be reimbursed therefor by the Trust. (b) All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy United States Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust;; and (iiiii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.76.7. (e) The term “Sponsor” as used only in this Section 4.7 6.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.

Indemnification of the Sponsor. (a) The Distributor agrees to indemnify, defend, and hold the Sponsor, any person who controls the Sponsor shall be indemnified by within the Trust (or, in furtherance meaning of Section 3.815 of the 1933 Act, by a Fund separately and their respective officers and directors (for purposes of this Section 3.2, the Sponsor, its controlling persons, and their respective officers and directors are collectively referred to as the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) “Sponsor Affiliates”), free and harmless from and against any lossesand all claims, judgmentsdemands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and amounts paid in settlement of any claims sustained by it counsel fees reasonably incurred in connection with its activities for therewith) which the TrustSponsor Affiliates may incur, provided that under the 1933 Act or under common law or otherwise, arising out of or based upon (i) any under the statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was use in the best interests of the Trust and such liability Registration Statement or loss was not the result of gross negligence, willful misconductProspectus in effect from time-to-time, or a breach of this Trust Agreement (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor and (ii) any such indemnification will only be recoverable from rely upon the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected information provided by the dissolution or other cessation to exist Distributor for use in the preparation of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee Registration Statement and the court approves the indemnification of such expenses (includingProspectus, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the claims commencement of any action brought against a particular indemnitee the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Houston, Texas and finds that indemnification sent to the Distributor by the person against whom such action is brought within ten (10)( days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ failure to notify the Distributor of the settlement commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission, alleged untrue statement or omission, or alleged act or omission on the part of the Distributor independent of this indemnification. The Distributor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and related costs should to retain legal counsel of good standing chosen by the Distributor and approved by the Sponsor Affiliate (such approval not to be made. unreasonably withheld). If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Sponsor Affiliate, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Distributor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Sponsor Affiliate, or the Sponsor Affiliate does not approve of the counsel chosen by the Distributor (c) such approval not to be unreasonably withheld), the Distributor shall bear the fees and expenses of any counsel retained by the Sponsor Affiliate. The indemnification agreement contained in this Section 3.2 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Sponsor Affiliate and shall survive the sale of any Creation Units made pursuant to purchase orders obtained by the Distributor or the termination of this Agreement. This indemnification will inure exclusively to the benefit of the Sponsor Affiliate and its successors, assigns and estate. The Distributor shall promptly notify the Trust and the Funds shall not incur Sponsor of the cost of that portion commencement of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit litigation or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or Funds; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.7. (e) The term “Sponsor” as used only in this Section 4.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or Distributor in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, the issue and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment sale of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the FundsCreation Units.

Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of of, or performing services for for, the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable only from the applicable Trust Estate or Trust EstatesEstate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of existence of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy United States Code by or against the Sponsor. (b) Notwithstanding the provisions of this Section 4.7(a6.7(a) above, the Sponsor Sponsor, any Participant and any other Person acting as a broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which that insures any party against any liability, the indemnification of which is herein prohibited. (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust or the applicable Fund or Funds in advance of the final disposition of such action, suit or proceeding, proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund or FundsTrust; (ii) the legal action is initiated by a third party other than who is not a Shareholder or the Trustlegal action is initiated by a Shareholder and a court of competent jurisdiction specifically approves such advance; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or the applicable Fund or Funds in cases in which it is not entitled to indemnification under this Section 4.76.7. (e) The term “Sponsor” as used only in this Section 4.7 6.7 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust or any Fund or Funds and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (f) In the event the Trust or any Fund is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust businessaffairs, such Limited Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust or Fund for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (g) The payment of any amount pursuant to this Section 4.7 shall be subject to Section 3.8 with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds.