Common use of Indemnification of Trust Clause in Contracts

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the Adviser. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission fees received by it from the sale of Shares underlying funds as described elsewhere herein but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the AdviserTrust, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserTrust. Underwriter likewise, to the extent of the net commission fees received by it from the sale of Shares underlying funds as described elsewhere herein but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser Trust and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Underwriter agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the Adviser. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, likewise agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the Adviser. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Underwriter agrees to indemnify and hold harmless the Trust, the Adviser Advisors and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the AdviserAdvisors, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserAdvisors. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, likewise agrees to indemnify and hold harmless the Trust, the Adviser Advisors and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence negligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Advisors or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission commission, if any, received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may xxx hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the Adviser. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans loans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser Advisor and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the AdviserAdvisor, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserAdvisor. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser Advisor and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Advisor or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, PDI agrees to indemnify and hold harmless the Trust, the Adviser Trust and each person who has been, is, or may hereafter be a trustee, directorTrustee, officer, employee, partner, shareholder or control person employee of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit suit, or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or is based upon any untrue statement or alleged untrue statement of omission to state a material fact, or the omission out of any alleged misrepresentation or alleged omission to state a material fact necessary to make the statements not misleadingfact, on the part of Underwriter PDI or any agent or employee of Underwriter PDI or any other person for whose acts Underwriter PDI is responsible, responsible or is alleged to be responsible unless such statement misrepresentation or omission was made in reliance upon written information furnished to PDI by the Trust or the AdviserTrust. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, PDI agrees likewise to indemnify and hold harmless the Trust, the Adviser Trust and each such person in connection with any claim or in connection with any action, suit suit, or proceeding which arises out of or is alleged to arise out of UnderwriterPDI's failure to exercise reasonable care and diligence with respect to breach of this Agreement, gross negligence, or reckless disregard of its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Sharesduties. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with UnderwriterPDI's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each any such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the Adviser. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission commission, if any, received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the Adviser. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal reinvestment and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing forgoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission commission, if any, received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the Adviser. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal reinvestment and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Distributor agrees to indemnify and hold harmless the Trust, the Adviser Trust and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter Distributor or any agent or employee of Underwriter Distributor or any other person for whose acts Underwriter Distributor is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserTrust. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Distributor likewise agrees to indemnify and hold harmless the Trust, the Adviser Trust and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of UnderwriterDistributor's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with UnderwriterDistributor's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Distributor agrees to indemnify and hold harmless the Trust, the Adviser Trust and each person who has been, is, or may hereafter be a trustee, directorTrustee, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) and reasonable attorneys' fees reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon (i) the Distributor's willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement, and (ii) any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter Distributor or any agent or employee of Underwriter Distributor or any other person for whose acts Underwriter Distributor is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserTrust. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Distributor likewise agrees to indemnify and hold harmless the Trust, the Adviser Trust and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of UnderwriterDistributor's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes Distributor will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of this and such person to repay the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consentadvance if it is ultimately determined that such person is not entitled to indemnification. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, The Distributor agrees to indemnify indemnify, defend and hold harmless the Trust, the Adviser its officers and each Trustees and any person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person controls the Trust within the meaning of the Trust or the Adviser1933 Act, from and against any lossand all claims, damage or expense demands, liabilities and expenses (including the reasonable costs cost of investigationinvestigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) reasonably which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act, the 1940 Act, the common law or otherwise, but only to the extent that such liability or expense incurred by any of them in connection with any claim the Trust, its officers or in connection with any action, suit Trustees or proceeding to which any of them may be a party, which arises out of such controlling person resulting from such claims or is alleged to demands shall arise out of or is be based upon (a) any untrue statement or alleged untrue statement of a material fact, fact contained in information furnished by the Distributor to the Trust for use in the Registration Statement or the omission Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or the Prospectus or necessary to make the statements such information not misleading, (b) any alleged act or omission on the Distributor's part of Underwriter or any as the Trust's agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished that has not been expressly authorized by the Trust or the Adviser. Underwriter likewisein writing, to the extent of the net commission received by it from the sale of Shares but to no greater amountand (c) any claim, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriterthe Distributor's failure to exercise reasonable care and diligence with respect to its services, if any, services rendered in connection with investment, reinvestment, automatic withdrawal employee benefit and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consentshares. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person a Trustee may be entitled as a matter of law.. This indemnity agreement is expressly conditioned upon the Distributor being notified of an action brought against the Trust, its officers or Trustees or any such controlling person, which notification shall be given by letter or telegram addressed to the Distributor at its principal office in Stamford, Connecticut, and sent to the Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to notify the Distributor of any such action shall not relieve the Distributor from any liability which it may have to the Trust, its officers or Trustees or such controlling person by reason of any alleged misstatement, omission, act or failure on the Distributor's part otherwise than on account of the indemnity agreement contained in this Section 15. The Distributor shall have a right to control the defense of such action with counsel of its own choosing and approved by the Trust if such action is based solely upon such alleged misstatement, omission, act or failure on the Distributor's part, and in any other event the Trust, its officers and Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action at their own expense. If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Trust, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in case the Distributor does not elect to assume the defense of any such suit, or in the case the Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the Trust, its officers and Trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Trust or them. In addition, the Trust shall have the right to employ counsel to represent it, its officers and Trustees and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, its officers and Trustees or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Distributor. This indemnity agreement and the Distributor's representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust's officers and Trustees and their respective estates and any such controlling persons and their successors and estates. The Distributor shall promptly notify the Trust of the commencement of any litigation and proceedings against it in connection with the issue and sale of any shares

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Underwriter agrees to indemnify and hold harmless the Trust, the Adviser Trust and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the Adviser, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserTrust. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, likewise agrees to indemnify and hold harmless the Trust, the Adviser Trust and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, The Distributor agrees to indemnify indemnify, defend and hold harmless the Trust, the Adviser its officers and each Trustees and any person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person controls the Trust within the meaning of the Trust or the Adviser1933 Act, from and against any lossand all claims, damage or expense demands, liabilities and expenses (including the reasonable costs cost of investigationinvestigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) reasonably which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act, the 1940 Act, the common law or otherwise, but only to the extent that such liability or expense incurred by any of them in connection with any claim the Trust, its officers or in connection with any action, suit Trustees or proceeding to which any of them may be a party, which arises out of such controlling person resulting from such claims or is alleged to demands shall arise out of or is be based upon (a) any untrue statement or alleged untrue statement of a material fact, fact contained in information furnished by the Distributor to the Trust for use in the Registration Statement or the omission Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or the Prospectus or necessary to make the statements such information not misleading, (b) any alleged act or omission on the Distributor's part of Underwriter or any as the Trust's agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished that has not been expressly authorized by the Trust or the Adviser. Underwriter likewisein writing, to the extent of the net commission received by it from the sale of Shares but to no greater amountand (c) any claim, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriterthe Distributor's failure to exercise reasonable care and diligence with respect to its services, if any, services rendered in connection with investment, reinvestment, automatic withdrawal employee benefit and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consentshares. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person a Trustee may be entitled as a matter of law. This indemnity agreement is expressly conditioned upon the Distributor being notified of an action brought against the Trust, its officers or Trustees or any such controlling person, which notification shall be given by letter or telegram addressed to the Distributor at its principal office in Stamford, Connecticut, and sent to the Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to notify the Distributor of any such action shall not relieve the Distributor from any liability which it may have to the Trust, its officers or Trustees or such controlling person by reason of any alleged misstatement, omission, act or failure on the Distributor's part otherwise than on account of the indemnity agreement contained in this Section 15. The Distributor shall have a right to control the defense of such action with counsel of its own choosing and approved by the Trust if such action is based solely upon such alleged misstatement, omission, act or failure on the Distributor's part, and in any other event the Trust, its officers and Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action at their own expense. If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Trust, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in case the Distributor does not elect to assume the defense of any such suit, or in the case the Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the Trust, its officers and Trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Trust or them in the reasonable discretion of the Trust or the Trust's officers and trustees or the controlling person or persons. This indemnity agreement and the Distributor's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust's officers and Trustees and their respective estates and any such controlling persons and their successors and estates. The Distributor shall promptly notify the Trust of the commencement of any litigation and proceedings against it in connection with the issue and sale of any shares.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Underwriter agrees to indemnify and hold harmless the Trust, the Adviser Trust and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the AdviserTrust, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserTrust. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, likewise agrees to indemnify and hold harmless the Trust, the Adviser Trust and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The Underwriter will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Underwriter agrees to indemnify and hold harmless the Trust, the Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the AdviserTrust, against any loss, damage or expense (including the reasonable costs of investigationinvestigation and any amounts paid in satisfaction of judgments or in settlements which are made with the Trust's consent) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserTrust. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, likewise agrees to indemnify and hold harmless the Trust, the Adviser Trust and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes Underwriter will advance attorneys' fees or other expenses incurred by an indemnified person in defending a proceeding, upon the undertaking by or on behalf of this and such person to repay the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consentadvance if it is ultimately determined that such person is not entitled to indemnification. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, Underwriter agrees to indemnify and hold harmless the Trust, the Adviser Trust and each person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person of the Trust or the AdviserTrust, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust or the AdviserTrust. Underwriter likewise, to the extent of the net commission received by it from the sale of Shares but to no greater amount, likewise agrees to indemnify and hold harmless the Trust, the Adviser Trust and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person may be entitled as a matter of law.

Indemnification of Trust. Underwriter, to the extent of the net commission received by it from the sale of Shares but to no greater amount, The Distributor agrees to indemnify indemnify, defend and hold harmless the Trust, the Adviser its officers and each Trustees and any person who has been, is, or may hereafter be a trustee, director, officer, employee, partner, shareholder or control person controls the Trust within the meaning of the Trust or the Adviser1933 Act, from and against any lossand all claims, damage or expense demands, liabilities and expenses (including the reasonable costs cost of investigationinvestigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) reasonably which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act, the 1940 Act, the common law or otherwise, but only to the extent that such liability or expense incurred by any of them in connection with any claim the Trust, its officers or in connection with any action, suit Trustees or proceeding to which any of them may be a party, which arises out of such controlling person resulting from such claims or is alleged to demands shall arise out of or is be based upon (a) any untrue statement or alleged untrue statement of a material fact, fact contained in information furnished by the Distributor to the Trust for use in the Registration Statement or the omission Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or the Prospectus or necessary to make the statements such information not misleading, (b) any alleged act or omission on the Distributor’s part of Underwriter or any as the Trust’s agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished that has not been expressly authorized by the Trust or the Adviser. Underwriter likewisein writing, to the extent of the net commission received by it from the sale of Shares but to no greater amountand (c) any claim, agrees to indemnify and hold harmless the Trust, the Adviser and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's the Distributor’s failure to exercise reasonable care and diligence with respect to its services, if any, services rendered in connection with investment, reinvestment, automatic withdrawal employee benefit and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consentshares. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Adviser Trust or each such person a Trustee may be entitled as a matter of law. This indemnity agreement is expressly conditioned upon the Distributor being notified of an action brought against the Trust, its officers or Trustees or any such controlling person, which notification shall be given by letter or facsimile addressed to the Distributor at its principal office (currently in New York, New York), and sent to the Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to notify the Distributor of any such action shall not relieve the Distributor from any liability which it may have to the Trust, its officers or Trustees or such controlling person by reason of any alleged misstatement, omission, act or failure on the Distributor’s part otherwise than on account of the indemnity agreement contained in this Section 15. The Distributor shall have a right to control the defense of such action with counsel of its own choosing and approved by the Trust if such action is based solely upon such alleged misstatement, omission, act or failure on the Distributor’s part, and in any other event the Trust, its officers and Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action at their own expense. If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Trust, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in case the Distributor does not elect to assume the defense of any such suit, or in the case the Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the Trust, its officers and Trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Trust or them in the reasonable discretion of the Trust or the Trust’s officers and trustees or the controlling person or persons. This indemnity agreement and the Distributor’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust, its officers and Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’s officers and Trustees and their respective estates and any such controlling persons and their successors and estates. The Distributor shall promptly notify the Trust of the commencement of any litigation and proceedings against it in connection with the issue and sale of any shares.