Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission. WRSCO shall not be responsible for, and the Fund agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCO, and thereupon the Fund shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO except with the Fund's prior written consent.

Standard of Care; Indemnification. WRSCO The Agent will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission, including any supplements to the prospectus(es) and statement of additional information contained in such registration statement. WRSCO The Agent shall not be responsible for, and the Fund agrees to indemnify WRSCO the Agent for, any losses, damages or expenses (including reasonable counsel fees and expenses): (i) resulting from any claim, demand, action or suit not resulting from WRSCOthe Agent's failure to exercise good faith or due diligence and arising out of or in connection with WRSCOthe Agent's duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCOthe Agent's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO the Agent in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO the Agent will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO the Agent against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCOthe Agent, and thereupon the Fund shall take over complete defense of the claim, and WRSCO the Agent shall sustain no further legal or other expenses in such situation for which WRSCO the Agent shall seek indemnification under this paragraph. WRSCO The Agent will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO the Agent except with the Fund's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the FundCorporation's Articles of Incorporation, Bylaws and representations made in the FundCorporation's current registration statement as filed with the Securities and Exchange Commission. WRSCO shall not be responsible for, and the Fund Corporation agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund Corporation or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Corporation or advice of any independent accountant or expert employed by the Fund Corporation with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Corporation may be asked to indemnify or hold WRSCO harmless, the Fund Corporation shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Corporation promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCorporation. The Fund Corporation shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Corporation so elects, it will so notify WRSCO, and thereupon the Fund Corporation shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Corporation will be asked to indemnify WRSCO except with the FundCorporation's prior written consent.

Standard of Care; Indemnification. WRSCO The Agent will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission. WRSCO The Agent shall not be responsible for, and the Fund agrees to indemnify WRSCO the Agent for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCOthe Agent's failure to exercise good faith or due diligence and arising out of or in connection with WRSCOthe Agent's duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCOthe Agent's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO the Agent in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO the Agent will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO the Agent against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCOthe Agent, and thereupon the Fund shall take over complete defense of the claim, and WRSCO the Agent shall sustain no further legal or other expenses in such situation for which WRSCO the Agent shall seek indemnification under this paragraph. WRSCO The Agent will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO the Agent except with the Fund's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the FundTrust's Articles of IncorporationTrust Instrument, Bylaws By-laws and representations made in the FundTrust's current registration statement as filed with the Securities and Exchange CommissionSEC. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund Trust or its directors Trustees or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Trust or advice of any independent accountant or expert employed by the Fund Trust with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, and thereupon the Fund Trust shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the FundTrust's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence reasonable care and good faith in performing its duties hereunder. WRSCO shall incur no liability to the Trust or the Fund in connection with its performance of services hereunder, except to the extent that is does not comply with the foregoing standards. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the FundTrust's current registration statement as filed with the Securities and Exchange CommissionSEC. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence reasonable care and arising out of or in connection with WRSCO's duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund Trust or its directors trustees or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Trust or advice of any independent accountant or expert employed by the Fund Trust with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, and thereupon the Fund Trust shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the FundTrust's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence reasonable care and good faith in performing its duties hereunder. WRSCO shall incur no liability to the Trust or the Fund in connection with its performance of services hereunder, except to the extent that is does not comply with the foregoing standards. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's Trust’s current registration statement as filed with the Securities and Exchange CommissionSEC. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's ’s failure to exercise good faith or due diligence reasonable care and arising out of or in connection with WRSCO's ’s duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's ’s employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund Trust or its directors trustees or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Trust or advice of any independent accountant or expert employed by the Fund Trust with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, and thereupon the Fund Trust shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the Fund's Trust’s prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of IncorporationTrust’s Trust Instrument, Bylaws By-laws and representations made in the Fund's Trust’s current registration statement as filed with the Securities and Exchange CommissionSEC. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's ’s failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's ’s duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's ’s employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund Trust or its directors Trustees or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Trust or advice of any independent accountant or expert employed by the Fund Trust with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, and thereupon the Fund Trust shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the Fund's Trust’s prior written consent.

Standard of Care; Indemnification. WRSCO The Agent will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as assure the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the FundCorporation's Articles of Incorporation, Bylaws and representations made in the FundCorporation's current registration statement as filed with the Securities and Exchange Commission. WRSCO The Agent shall not be responsible for, and the Fund Corporation agrees to indemnify WRSCO the Agent for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCOthe Agent's failure to exercise good faith or due diligence and arising out of or in connection with WRSCOthe Agent's duties on behalf of the a Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCOthe Agent's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots riots, terrorist attacks or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO the Agent in good faith in reliance on the accuracy of any information provided to it by the Fund Corporation or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Corporation or advice of any independent accountant or expert employed by the Fund Corporation with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Corporation may be asked to indemnify or hold WRSCO the Agent harmless, the Fund Corporation shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO the Agent will use reasonable care to identify and notify the Fund Corporation promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCorporation. The Fund Corporation shall have the option to defend WRSCO the Agent against any claim which may be the subject of this indemnification and, in the event that the Fund Corporation so elects, it will so notify WRSCOthe Agent, and thereupon the Fund Corporation shall take over complete defense of the claim, and WRSCO the Agent shall sustain no further legal or other expenses in such situation for which WRSCO the Agent shall seek indemnification under this paragraph. WRSCO The Agent will in no case confess any claim or make any compromise in any case in which the Fund Corporation will be asked to indemnify WRSCO the Agent except with the FundCorporation's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and (a) The Distributor shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in performing the performance of its duties hereunderunder this Agreement. (b) The Trust agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Distributor Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith, collectively, “Losses”) arising out of or based upon (i) any claim that the Registration Statement, prospectus, statement of additional information, product description, shareholder reports, sales literature and advertisements specifically approved by the Trust and Investment Adviser or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the prospectus, statement of additional information and product description, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law; (ii) the breach by the Trust of any obligation, representation or warranty contained in this Agreement; (iii) the provision by Distributor of the Support Services outlined in Section 3(n) hereof, including any index tracking error, provided such Losses are caused by the Trust or anyone acting on behalf of the Trust other than the Distributor; or (iv) the Trust’s failure to comply in any material respect with applicable securities laws. WRSCO The Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. The Trust will make every reasonable effort also not indemnify any Distributor Indemnitee with respect to any untrue statement or omission made in the Registration Statement Prospectus, or product description that is subsequently corrected in such document (or an amendment thereof or supplement thereto) if a copy of the Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and take all reasonably available measures the Trust had notified the Distributor of the amendment or supplement prior to assure the adequacy sending of the confirmation. In no case: (i) is the indemnity of the Trust in favor of any Distributor Indemnitee to be deemed to protect the Distributor Indemnitee against any liability to the Trust or its shareholders to which the Distributor Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its personnelduties or by reason of its reckless disregard of its obligations under this Agreement, facilities or (ii) is the Trust to be liable under its indemnity agreement contained in this Section with respect to any claim made against any Distributor Indemnitee unless the Distributor Indemnitee shall have notified the Trust in writing of the claim at its principal offices as set forth in this Agreement within a reasonable time, but in any event within 15 days, after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributor Indemnitee (or after Distributor Indemnitee shall have received notice of service on any designated agent). Failure to notify the Trust of any claim shall not relieve the Trust from any liability that it may have to any Distributor Indemnitee against whom such action is brought unless failure or delay to so notify the Trust prejudices the Trust’s ability to defend against such claim or obtain insurance coverage with respect to such claim. The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and equipment as well satisfactory to Distributor Indemnitee, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any suit and retain counsel, Distributor Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the Distributor Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of the Creation Units or the Shares. (c) The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the accurate performance “Trust Affiliates”) against any loss, liability, claim, damages or expense (including the reasonable cost of all services investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the allegation of any negligent, willful or wrongful act of the Distributor or any of its directors, officers, employees or affiliates in connection with its activities as Distributor pursuant to this Agreement; (ii) the breach of any obligation, representation or warranty contained in this Agreement by the Distributor; (iii) the Distributor’s failure to comply in any material respect with applicable securities laws, including applicable FINRA regulations; or (iv) any allegation that the Registration Statement, Prospectus, product description, shareholder reports, any information or materials relating to the Funds (as described in section 3(g)) or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be performed by it hereunder withinstated therein or necessary in order to make the statements not misleading, at a minimuminsofar as such statement or omission was: (x) made in reliance upon, the time requirements of any applicable statutes, rules or regulations and in conformity with information furnished to the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission. WRSCO shall not be responsible for, and the Fund agrees to indemnify WRSCO for, any losses, damages Trust by or expenses (including reasonable counsel fees and expenses): (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's duties on behalf of the Fund hereunder; Distributor or (y) otherwise approved by the Distributor in writing in the performance of its duties under this Agreement. In no case: (i) is the indemnity of the Distributor in favor of any Trust Affiliate to be deemed to protect any Trust Affiliate against any liability to the Trust or its security holders to which such Trust Affiliate would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) for any delay, error or omission by reason of circumstances beyond is the Distributor to be liable under its control, including acts of civil or military authority, national emergencies, labor difficulties (except indemnity agreement contained in this Section with respect to WRSCO's employeesany claim made against any Trust Affiliate unless the Trust Affiliate shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust Affiliate (or after the Trust Affiliate shall have received notice of service on any designated agent), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted . Failure to be taken by WRSCO in good faith in reliance on notify the accuracy Distributor of any information provided claim shall not relieve the Distributor from any liability that it may have to the Trust Affiliate against whom such action is brought on account of its indemnity agreement contained in this Section unless failure or delay to so notify the Distributor prejudices the Distributor’s ability to defend against such claim. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Fund Trust, its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributor elects to assume the defense of any suit and retain counsel, the Trust or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the Trust, its directors officers and Trustees or controlling person or persons, defendant or defendants in reliance on any advice of counsel who may be internally employed counsel or outside counsel the suit, for the Fund or advice reasonable fees and expenses of any independent accountant counsel retained by them. The Distributor agrees to notify the Trust promptly of the commencement of any litigation or expert employed by proceedings against it or any of its officers or directors in connection with the Fund issuance or sale of any of the Creation Units or the Shares. (d) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the preparation and filing other party in respect of any document with a governmental agency or authoritysuch action. In order for This section 6 shall survive the rights termination of this Agreement. (e) Notwithstanding anything in this Agreement to indemnification to applythe contrary, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO harmless, the Fund neither party shall be advised liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of all pertinent facts concerning insurance maintained by the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCO, and thereupon the Fund shall take over complete defense indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO except with the Fund's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, personnel and facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made or as set forth in the Fund's current registration statement as filed with the Securities and Exchange Commissionprospectus. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, for any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's ’s failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's ’s duties on behalf of the Fund Trust hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's ’s employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots riots, terrorist attacks or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on (a) the authenticity of any instrument or communication reasonably believed by it to be genuine and to have been properly made and signed or endorsed by an appropriate person, (b) the accuracy of any records or information provided to it by the Fund Trust, (c) any authorization or its directors instruction contained in any officers’ instruction, or in reliance on (d) with respect to the functions performed for the Trust listed under Paragraph 3(1) of this Agreement, any advice of counsel approved by the Trust who may be internally employed counsel or outside counsel counsel, in either case for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authorityTrust and/or WRSCO. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, WRSCO and thereupon the Fund Trust shall take over complete defense of the claim, claim and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraphParagraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the Fund's Trust’s prior written consent.

Standard of Care; Indemnification. WRSCO will at (a) In performing all times exercise due diligence and good faith in performing of its duties and obligations hereunder, BNY Mellon shall use the reasonable care and diligence that a professional service provider would observe in these affairs. WRSCO will make every reasonable effort Except as otherwise provided herein, BNY Mellon and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission. WRSCO BNY Mellon Affiliate shall not be responsible forliable for any and all costs, and the Fund agrees to indemnify WRSCO forexpenses, any losses, damages charges, damages, liabilities or claims, including reasonable attorneys’ and accountants’ fees and expenses (including reasonable counsel fees and expenses): (i) resulting from any claimcollectively, demand“Losses”), action incurred by or suit not resulting from WRSCO's failure to exercise good faith or due diligence and asserted against the Trust, except those Losses arising out of BNY Mellon’s own negligence, bad faith or willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any Losses, resulting from, arising out of, or in connection with WRSCO's duties on behalf its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, unless such Losses arise out of the Fund hereunder; (ii) negligence, bad faith or willful misconduct of BNY Mellon, nor shall BNY Mellon be liable for any delay, error or omission Losses for delays caused by reason of circumstances beyond the reasonable control of BNY Mellon or any agent of BNY Mellon and which adversely affect the performance by BNY Mellon of its controlobligations and duties hereunder or by any other agent of BNY Mellon, including without limitation strikes, work stoppages, acts of civil war or military authorityterrorism, national emergenciesinsurrection, labor difficulties (except with respect to WRSCO's employees)revolution, fire, mechanical breakdown beyond its control, flood nuclear or catastrophe, natural catastrophes or acts of God, insurrectionor interruptions, warloss or malfunctions of utilities, riots communications or failure beyond computer (software and hardware) services. (b) BNY Mellon agrees to indemnify the Trust, on behalf of each Fund, and agrees to hold the Trust and each Fund harmless from and against any and all Losses sustained or incurred by or asserted against them arising out of BNY Mellon’s own negligence, bad faith or willful misconduct in the performance of this Agreement, including reasonable fees and expenses of counsel incurred in a successful assertion of claims against BNY Mellon; provided however, that BNY Mellon shall not indemnify the Trust for those Losses arising out of the Trust’s own negligence, bad faith or willful misconduct in the performance of this Agreement. This indemnity shall be a continuing obligation of BNY Mellon, its control successors and assigns, notwithstanding the termination or expiration of transportation, communication this Agreement. BNY Mellon’s indemnification obligations under this Section 9(b) shall survive termination or power supply; expiration of this Agreement. (c) The Trust agrees to indemnify BNY Mellon and agrees to hold BNY Mellon harmless from and against any and all Losses sustained or (iii) for incurred by or asserted against BNY Mellon by reason of or as a result of any action taken or omitted to be taken by WRSCO BNY Mellon or otherwise arising out of BNY Mellon’s performance of this Agreement, including reasonable fees and expenses of counsel incurred in a defense against any Losses; provided however, that the Trust shall not indemnify BNY Mellon for those Losses arising out of BNY Mellon’s own negligence, bad faith or willful misconduct in the performance of this Agreement. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. Under no circumstances shall the Trust or any Fund be liable to BNY Mellon or any or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. The Trust’s indemnification obligations under this Section 9(c) shall survive termination or expiration of this Agreement. Without limiting the generality of the foregoing, the Trust shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any Losses, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: (i) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by or on behalf of the Trust; (ii) Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions without negligence, bad faith or willful misconduct; (iii) Any action taken or omitted to be taken by BNY Mellon in good faith in reliance on accordance with the accuracy written advice or opinion of counsel for the Trust or its own counsel, provided that such written advice or opinion of counsel is obtained in accordance with Section 5(h); (iv) Any improper use by the Trust or its agents, distributor or Sponsor of any information valuations or computations supplied by BNY Mellon pursuant to this Agreement; (v) The method of valuation of securities and the method of computing a Fund’s Net Asset Value; or (vi) Any valuations of securities, other assets, or the Net Asset Value provided to it by the Fund Trust. (d) Actions taken or its directors or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be from an Authorized Person, or in in accordance with the written advice or opinion of counsel who may be internally employed counsel or outside counsel for the Fund Trust or its own counsel, provided that such written advice or opinion of any independent accountant or expert employed by the Fund counsel is obtained in accordance with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to applySection 5(h), it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO harmless, the Fund shall be advised of all pertinent facts concerning the situation conclusively presumed to have been taken or omitted in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCO, and thereupon the Fund shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO except with the Fund's prior written consentgood faith.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and (a) The Distributor shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in performing the performance of its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission. WRSCO shall not be responsible for, and the Fund under this Agreement. (b) The Trust agrees to indemnify WRSCO forand hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any lossesperson who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Distributor Indemnitee”) against any loss, liability, claim, damages or expenses expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees and expenses): (iincurred in connection therewith, collectively, “Losses”) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or based upon (i) any claim that the Registration Statement, prospectus, statement of additional information, product description, shareholder reports, sales literature and advertisements specifically approved by the Trust and Investment Adviser or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in connection with WRSCO's duties order to make the statements therein (and in the case of the prospectus, statement of additional information and product description, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law; (ii) the breach by the Trust of any obligation, representation or warranty contained in this Agreement; (iii) the provision by Distributor of the Support Services outlined in Section 3(n) hereof, including any index tracking error, provided such Losses are caused by the Trust or anyone acting on behalf of the Fund hereunderTrust other than the Distributor; or (iv) the Trust’s failure to comply in any material respect with applicable securities laws. The Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. The Trust will also not indemnify any Distributor Indemnitee with respect to any untrue statement or omission made in the Registration Statement Prospectus, or product description that is subsequently corrected in such document (or an amendment thereof or supplement thereto) if a copy of the Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor of the amendment or supplement prior to the sending of the confirmation. In no case: (i) is the indemnity of the Trust in favor of any Distributor Indemnitee to be deemed to protect the Distributor Indemnitee against any liability to the Trust or its shareholders to which the Distributor Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations under this Agreement, or (ii) for any delay, error or omission by reason of circumstances beyond is the Trust to be liable under its control, including acts of civil or military authority, national emergencies, labor difficulties (except indemnity agreement contained in this Section with respect to WRSCO's employeesany claim made against any Distributor Indemnitee unless the Distributor Indemnitee shall have notified the Trust in writing of the claim at its principal offices as set forth in this Agreement within a reasonable time, but in any event within 15 days, after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributor Indemnitee (or after Distributor Indemnitee shall have received notice of service on any designated agent), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted . Failure to be taken by WRSCO in good faith in reliance on notify the accuracy Trust of any information provided claim shall not relieve the Trust from any liability that it may have to it by any Distributor Indemnitee against whom such action is brought unless failure or delay to so notify the Fund Trust prejudices the Trust’s ability to defend against such claim or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund obtain insurance coverage with respect to the preparation and filing of any document with a governmental agency or authoritysuch claim. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO harmless, the Fund The Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care entitled to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, participate at its own expense in the event that the Fund defense, or, if it so elects, it will so notify WRSCO, and thereupon to assume the Fund shall take over complete defense of any suit brought to enforce any claims, but if the claimTrust elects to assume the defense, the defense shall be conducted by counsel chosen by it and WRSCO shall sustain no further legal satisfactory to Distributor Indemnitee, defendant or other expenses defendants in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO except with the Fund's prior written consent.the

Standard of Care; Indemnification. WRSCO The Agent will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission, as amended from time to time. WRSCO The Agent shall not be responsible forresponsible, and the Fund agrees to indemnify WRSCO forthe Agent, for any losses, damages or expenses (including reasonable counsel fees and expenses): ) resulting from: (i) resulting from any claim, demand, action or suit not resulting from WRSCOthe Agent's failure to exercise good faith or due diligence and arising out of or in connection with WRSCOthe Agent's duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCOthe Agent's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO the Agent in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO the Agent will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO the Agent against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCOthe Agent, and thereupon the Fund shall take over complete defense of the claim, and WRSCO the Agent shall sustain no further legal or other expenses in such situation for which WRSCO the Agent shall seek indemnification under this paragraph. WRSCO The Agent will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO the Agent except with the Fund's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence reasonable care and good faith in performing its duties hereunder. WRSCO shall incur no liability to the Company or the Fund in connection with its performance of services hereunder, except to the extent that is does not comply with the foregoing standards. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the FundCompany's current registration statement as filed with the Securities and Exchange CommissionSEC. WRSCO shall not be responsible for, and the Fund Company agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence reasonable care and arising out of or in connection with WRSCO's duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund Company or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Company or advice of any independent accountant or expert employed by the Fund Company with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Company may be asked to indemnify or hold WRSCO harmless, the Fund Company shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Company promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCompany. The Fund Company shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Company so elects, it will so notify WRSCO, and thereupon the Fund Company shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Company will be asked to indemnify WRSCO except with the FundCompany's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, personnel and facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made or as set forth in the Fund's current registration statement as filed with the Securities and Exchange Commissionprospectus. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, for any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's duties on behalf of the Fund Trust hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots riots, terrorist attacks or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on (a) the authenticity of any instrument or communication reasonably believed by it to be genuine and to have been properly made and signed or endorsed by an appropriate person, (b) the accuracy of any records or information provided to it by the Fund Trust, (c) any authorization or its directors instruction contained in any officers' instruction, or in reliance on (d) with respect to the functions performed for the Trust listed under Paragraph 3(1) of this Agreement, any advice of counsel approved by the Trust who may be internally employed counsel or outside counsel counsel, in either case for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authorityTrust and/or WRSCO. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, WRSCO and thereupon the Fund Trust shall take over complete defense of the claim, claim and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraphParagraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the FundTrust's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence reasonable care and good faith in performing its duties hereunder. WRSCO shall incur no liability to the Company or the Fund in connection with its performance of services hereunder, except to the extent that is does not comply with the foregoing standards. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's Company’s current registration statement as filed with the Securities and Exchange CommissionSEC. WRSCO shall not be responsible for, and the Fund Company agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's ’s failure to exercise good faith or due diligence reasonable care and arising out of or in connection with WRSCO's ’s duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's ’s employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund Company or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Company or advice of any independent accountant or expert employed by the Fund Company with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Company may be asked to indemnify or hold WRSCO harmless, the Fund Company shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Company promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCompany. The Fund Company shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Company so elects, it will so notify WRSCO, and thereupon the Fund Company shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Company will be asked to indemnify WRSCO except with the Fund's Company’s prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the FundTrust's Articles Declaration of IncorporationTrust, Bylaws and representations made in the FundTrust's current registration statement as filed with the Securities and Exchange Commission, including any supplements to the prospectus(es) and statement of additional information contained in such registration statement. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund Trust or its directors trustees or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund Trust or advice of any independent accountant or expert employed by the Fund Trust with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, and thereupon the Fund Trust shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the FundTrust's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's ’s Articles of Incorporation, Bylaws and representations made in the Fund's ’s current registration statement as filed with the Securities and Exchange Commission. WRSCO shall not be responsible for, and the Fund agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): (i) resulting from any claim, demand, action or suit not resulting from WRSCO's ’s failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's ’s duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's ’s employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCO, and thereupon the Fund shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO except with the Fund's ’s prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, personnel and facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made or as set forth in the Fund's current registration statement as filed with the Securities and Exchange Commissionprospectus. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, for any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's ’s failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's ’s duties on behalf of the Fund Trust hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's ’s employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots riots, or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on (a) the authenticity of any instrument or communication reasonably believed by it to be genuine and to have been properly made and signed or endorsed by an appropriate person, (b) the accuracy of any records or information provided to it by the Fund Trust, (c) any authorization or its directors instruction contained in any officers’ instruction, or in reliance on (d) with respect to the functions performed for the Trust listed under Paragraph 3(1) of this Agreement, any advice of counsel approved by the Trust who may be internally employed counsel or outside counsel counsel, in either case for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authorityTrust and/or WRSCO. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, WRSCO and thereupon the Fund Trust shall take over complete defense of the claim, claim and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the Fund's Trust’s prior written consent.

Standard of Care; Indemnification. WRSCO The Agent will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission. WRSCO The Agent shall not be responsible for, and the Fund agrees to indemnify WRSCO the Agent for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCOthe Agent's failure to exercise good faith or due diligence and arising out of or in connection with WRSCOthe Agent's duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCOthe Agent's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO the Agent in good faith in reliance on the accuracy of any information informatio provided to it by the Fund or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO the Agent will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO the Agent against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCOthe Agent, and thereupon the Fund shall take over complete defense of the claim, and WRSCO the Agent shall sustain no further legal or other expenses in such situation for which WRSCO the Agent shall seek indemnification under this paragraph. WRSCO The Agent will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO the Agent except with the Fund's prior written consent.

Standard of Care; Indemnification. WRSCO The Agent will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission, as amended from time to time. WRSCO The Agent shall not be responsible forresponsible, and the Fund agrees to indemnify WRSCO forthe Agent, for any losses, damages or expenses (including reasonable counsel fees and expenses): ) resulting from: (i) resulting from any claim, demand, action or suit not resulting from WRSCOthe Agent's failure to exercise good faith or due diligence and arising out of or in connection with WRSCOthe Agent's duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCOthe Agent's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots riots, terroristic acts or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO the Agent in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO the Agent will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO the Agent against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCOthe Agent, and thereupon the Fund shall take over complete defense of the claim, and WRSCO the Agent shall sustain no further legal or other expenses in such situation for which WRSCO the Agent shall seek indemnification under this paragraph. WRSCO The Agent will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO the Agent except with the Fund's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence reasonable care and good faith in performing its duties hereunder. WRSCO shall incur no liability to the Fund in connection with its performance of services hereunder, except to the extent that is does not comply with the foregoing standards. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's ’s current registration statement as filed with the Securities and Exchange CommissionSEC. WRSCO shall not be responsible for, and the Fund agrees to indemnify WRSCO for, any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's ’s failure to exercise good faith or due diligence reasonable care and arising out of or in connection with WRSCO's ’s duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's ’s employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors trustees or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCO, and thereupon the Fund shall take over complete defense of the claim, and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO except with the Fund's ’s prior written consent. The Fund shall not be responsible for, and WRSCO agrees to indemnify the Fund for, any losses, damages or expenses (including reasonable counsel fees and expenses) (i) resulting from WRSCO’s failure to comply with the terms of this Agreement; or (ii) resulting from any claim, demand, action or suit resulting from WRSCO’s failure to exercise good faith or reasonable care and arising out of or in connection with WRSCO’s duties on behalf of the Fund hereunder. In order for the rights to indemnification to apply, it is understood that if in any case WRSCO may be asked to indemnify or hold the Fund harmless, WRSCO shall be advised of all pertinent facts concerning the situation in question, and it is further understood that the Fund will use reasonable care to identify and notify WRSCO promptly concerning any situation which presents or appears likely to present a claim for indemnification against WRSCO. WRSCO shall have the option to defend the Fund against any claim which may be the subject of this indemnification and, in the event that WRSCO so elects, it will so notify the Fund, and thereupon WRSCO shall take over complete defense of the claim, and the Fund shall sustain no further legal or other expenses in such situation for which the Fund shall seek indemnification under this paragraph. The Fund will in no case confess any claim or make any compromise in any case in which WRSCO will be asked to indemnify the Fund except with WRSCO’s prior written consent. This Section (E) shall survive termination of this Agreement.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, personnel and facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made or as set forth in the Fund's current registration statement as filed with the Securities and Exchange Commissionprospectus. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, for any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots riots, or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on (a) the authenticity of any instrument or communication reasonably believed by it to be genuine and to have been properly made and signed or endorsed by an appropriate person, (b) the accuracy of any records or information provided to it by the Fund Funds, (c) any authorization or its directors instruction contained in any officers' instruction, or in reliance on (d) with respect to the functions performed for the Funds listed under Paragraph 3(1) of this Agreement, any advice of counsel approved by the Trust who may be internally employed counsel or outside counsel counsel, in either case for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authorityTrust and/or WRSCO. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, WRSCO and thereupon the Fund Trust shall take over complete defense of the claim, claim and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the FundTrust's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, personnel and facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made or as set forth in the Fund's current registration statement as filed with the Securities and Exchange Commissionprospectus. WRSCO shall not be responsible for, and the Fund Trust agrees to indemnify WRSCO for, for any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's ’s failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's ’s duties on behalf of the Fund Funds hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's ’s employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots riots, or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on (a) the authenticity of any instrument or communication reasonably believed by it to be genuine and to have been properly made and signed or endorsed by an appropriate person, (b) the accuracy of any records or information provided to it by the Fund Funds, (c) any authorization or its directors instruction contained in any officers’ instruction, or in reliance on (d) with respect to the functions performed for the Funds listed under Paragraph 3(1) of this Agreement, any advice of counsel approved by the Trust who may be internally employed counsel or outside counsel counsel, in either case for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authorityTrust and/or WRSCO. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Trust may be asked to indemnify or hold WRSCO harmless, the Fund Trust shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Trust so elects, it will so notify WRSCO, WRSCO and thereupon the Fund Trust shall take over complete defense of the claim, claim and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify WRSCO except with the Fund's Trust’s prior written consent.

Standard of Care; Indemnification. WRSCO The Agent will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made in the Fund's current registration statement as filed with the Securities and Exchange Commission, including any supplements to the prospectus(es) and statement of additional information contained in such registration statement. WRSCO The Agent shall not be responsible for, and the Fund agrees to indemnify WRSCO the Agent for, any losses, damages or expenses (including reasonable counsel fees and expenses): (i) resulting from any claim, demand, action or suit not resulting from WRSCOthe Agent's failure to exercise good faith or due diligence and arising out of or in connection with WRSCOthe Agent's duties on behalf of the Fund hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCOthe Agent's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO the Agent in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors trustees or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold WRSCO the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO the Agent will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend WRSCO the Agent against any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify WRSCOthe Agent, and thereupon the Fund shall take over complete defense of the claim, and WRSCO the Agent shall sustain no further legal or other expenses in such situation for which WRSCO the Agent shall seek indemnification under this paragraph. WRSCO The Agent will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify WRSCO the Agent except with the Fund's prior written consent.

Standard of Care; Indemnification. WRSCO will at all times exercise due diligence and good faith in performing its duties hereunder. WRSCO will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, personnel and facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the Fund's Articles of Incorporation, Bylaws and representations made or as set forth in the Fund's current registration statement as filed with the Securities and Exchange Commissionprospectus. WRSCO shall not be responsible for, and the Fund Corporation agrees to indemnify WRSCO for, for any losses, damages or expenses (including reasonable counsel fees and expenses): ) (i) resulting from any claim, demand, action or suit not resulting from WRSCO's failure to exercise good faith or due diligence and arising out of or in connection with WRSCO's duties on behalf of the Fund Corporation hereunder; (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to WRSCO's employees), fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots riots, terrorist attacks or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by WRSCO in good faith in reliance on (a) the authenticity of any instrument or communication reasonably believed by it to be genuine and to have been properly made and signed or endorsed by an appropriate person, (b) the accuracy of any records or information provided to it by the Fund Corporation, (c) any authorization or its directors instruction contained in any officers' instruction, or in reliance on (d) with respect to the functions performed for the Corporation listed under Paragraph 3(1) of this Agreement, any advice of counsel approved by the Corporation who may be internally employed counsel or outside counsel counsel, in either case for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authorityCorporation and/or WRSCO. In order for the rights to indemnification to apply, it is understood that if in any case the Fund Corporation may be asked to indemnify or hold WRSCO harmless, the Fund Corporation shall be advised of all pertinent facts concerning the situation in question, and it is further understood that WRSCO will use reasonable care to identify and notify the Fund Corporation promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCorporation. The Fund Corporation shall have the option to defend WRSCO against any claim which may be the subject of this indemnification and, in the event that the Fund Corporation so elects, it will so notify WRSCO, WRSCO and thereupon the Fund Corporation shall take over complete defense of the claim, claim and WRSCO shall sustain no further legal or other expenses in such situation for which WRSCO shall seek indemnification under this paragraphParagraph. WRSCO will in no case confess any claim or make any compromise in any case in which the Fund Corporation will be asked to indemnify WRSCO except with the FundCorporation's prior written consent.