Common use of LIABILITY OF SUBADVISER; INDEMNIFICATION Clause in Contracts

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Persons. For the avoidance of doubt, both parties agree that no warranty is given by the Subadviser as to the performance of the Fund or any part of it or that the investment objective will be achieved.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by the any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Persons. For the avoidance of doubt, both parties agree that no warranty is given by the Subadviser as to the performance of the Fund or any part of it or that the investment objective will be achieved.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by the any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the any of its officers, directors, employeesor employees ("Related Persons"), agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (collectively, “Related Persons”at the direction or request of Subadviser) or Subadviser in connection with Subadviser's discharge of the Subadviser its obligations undertaken or reasonably assumed with respect to this Agreement shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Subadviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Subadviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Subadviser or such Related Person of Subadviser's duties on behalf of the Fund or Portfolio or from reckless disregard by Subadviser or any such Related Person of the Subadviser’s obligations and duties of Subadviser pursuant to this Agreement (each of which is hereby referred to as a “"Culpable Act”) under this Agreement"). Neither Notwithstanding the Subadviser nor its Related Persons shall be liable for foregoing, any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision stated limitations on liability shall not be deemed to protect the relieve Subadviser from any responsibility or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser may have under state or its Related Personsfederal statutes. The Adviser Subadviser shall indemnify the Subadviser Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “"Damages”") arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Subadviser or its Related Persons. Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Subadviser its duties by Adviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by the any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Subadviser’s its obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. The Adviser and the Trust understand and agree that the Subadviser does not represent and cannot guarantee performance results for a Fund. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. The Subadviser does not guarantee the future performance of the Fund or any specific level of performance, the success of any investment decision or strategy that the Subadviser may use, or the success of the Subadviser’s overall management of the Fund. The Adviser understands that investment decisions made for the Fund by the Subadviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by the any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither the Subadviser nor its Related Persons shall be liable for any loss suffered by any Funds or its shareholders arising from the Subadviser’s adherence to the Adviser’s or Trustee’s instructions or Fund documents referenced in this Agreement, or for any act or failure to act by any third party not selected by the Subadviser. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Subadviser’s its obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. The Adviser and the Trust understand and agree that the Subadviser does not represent and cannot guarantee performance results for the Fund. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. The Subadviser does not guarantee the future performance of the Fund or any specific level of performance, the success of any investment decision or strategy that the Subadviser may use, or the success of the Subadviser’s overall management of the Fund. The Adviser understands that investment decisions made for the Fund by the Subadviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither the Subadviser nor its Related Persons shall be liable for any loss suffered by any Funds or its shareholders arising from the Subadviser’s adherence to the Adviser’s or Trustee’s instructions or Fund documents referenced in this Agreement, or for any act or failure to act by any third party not selected by the Subadviser. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the any of its officers, directors, employees, agents, or legal representatives employees (collectively, “Related Persons”), nor any person performing executive, administrative, trading, or other functions for the Trust, the Fund (at the direction or request of Subadviser) or Subadviser in connection with Subadviser’s discharge of the Subadviser its obligations undertaken or reasonably assumed with respect to this Agreement shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by the Trust or Fund or its shareholders (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Subadviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Subadviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Subadviser or such Related Person of Subadviser’s duties on behalf of the Trust or Fund or from reckless disregard by Subadviser or any such Related Person of the Subadviser’s obligations and duties of Subadviser pursuant to this Agreement (each of which is hereby referred to as a “Culpable Act”) under this Agreement). Neither Notwithstanding the Subadviser nor its Related Persons shall be liable for foregoing, any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision stated limitations on liability shall not be deemed to protect the relieve Subadviser from any responsibility or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser may have under state or its Related Personsfederal statutes. The Adviser Subadviser shall indemnify the Subadviser Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Subadviser or its Related Persons. Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Subadviser its duties by Adviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the any of its officers, directors, employees, agents, or legal representatives employees (collectively, “Related Persons”), nor any person performing executive, administrative, trading, or other functions for the Fund, the Portfolio (at the direction or request of Subadviser) or Subadviser in connection with Subadviser’s discharge of the Subadviser its obligations undertaken or reasonably assumed with respect to this Agreement shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Subadviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Subadviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Subadviser or such Related Person of Subadviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Subadviser or any such Related Person of the Subadviser’s obligations and duties of Subadviser pursuant to this Agreement (each of which is hereby referred to as a “Culpable Act”) under this Agreement). Neither Notwithstanding the Subadviser nor its Related Persons shall be liable for foregoing, any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision stated limitations on liability shall not be deemed to protect the relieve Subadviser from any responsibility or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser may have under state or its Related Personsfederal statutes. The Adviser Subadviser shall indemnify the Subadviser Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Subadviser or its Related Persons. Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Subadviser its duties by Adviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the For purposes of this Agreement, “Related Persons” of a party are its officers, directors, and employees, agentsand any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (collectively, “at the direction or request of that party) or the party in connection with the party’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement. Neither Subadviser nor any of its Related Persons”) of the Subadviser Persons shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Subadviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Subadviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Subadviser or such Related Person of Subadviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Subadviser or any such Related Person of the Subadviser’s obligations and duties of Subadviser pursuant to this Agreement (each of which is hereby referred to as a “Culpable Act”) ). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Subadviser from any responsibility or liability Subadviser may have under this Agreement. Neither the state or federal statutes or from responsibility or liability for errors by Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify Adviser, the Subadviser Fund and its their respective Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or the reckless disregard of the Subadviser’s obligations and duties under this Agreement. Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser Adviser or any of its Related Persons. Notwithstanding anything herein to the contrary, Subadviser shall not be liable to Adviser or any of its Related Persons or to the Fund or its shareholders for (i) any acts of Adviser or any other subadviser to the Fund with respect to any portion of the assets of the Fund or Portfolio not managed by Subadviser and (ii) acts of Subadviser which result from or are based upon acts of Adviser, including, but not limited to, failure of Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser of the Fund, which records are not also maintained by Subadviser, otherwise available to Subadviser upon reasonable request. Adviser shall indemnify Subadviser and its Related Persons from all Damages arising from the conduct of the Fund or any subadviser with respect to portion of the Fund’s assets not allocated to Subadviser and with respect to any other portfolio of the Fund.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Subadviser) or Subadviser in connection with Subadviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, “"Related Persons”) of the Subadviser "), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Subadviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Subadviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Subadviser or such Related Person of Subadviser's duties on behalf of the Fund or Portfolio or from reckless disregard by Subadviser or any such Related Person of the Subadviser’s obligations and duties of Subadviser pursuant to this Agreement (each of which is hereby referred to as a “"Culpable Act”) under this Agreement"). Neither Notwithstanding the Subadviser nor its Related Persons shall be liable for foregoing, any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision stated limitations on liability shall not be deemed to protect the relieve Subadviser from any responsibility or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser may have under federal statutes.. Subadviser shall indemnify the Subadviser Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “"Damages”") arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or the reckless disregard of the Subadviser's obligations and duties under this Agreement. Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser Sudadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser Adviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the The Subadviser shall not be liable for any error of judgment or mistake of law, or for any loss suffered by the Fund or its shareholders Subsidiary in connection with the matters to which this Agreement relates; provided that, except as set forth in save for losses directly caused by (i) the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence or the reckless disregard of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither , or (ii) any untrue statement of a material fact provided expressly by the Subadviser nor in accordance with this Clause 6 and contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials (collectively, “Fund Materials”) for circulation to investors or potential investors in the Fund or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Fund by the Subadviser for use therein. For the avoidance of doubt, the Subadviser shall have no direct liability whatsoever to shareholders of the Fund, save where required by applicable law. For the purposes of this Clause 6, prior to any circulation to investors or potential investors in the Fund, any Fund Materials will first be provided to the Subadviser for its Related Persons review solely in respect of any applicable statements relating to or provided by the Subadviser (as identified by the Adviser and the Subadviser), and the Subadviser shall be afforded a reasonable period of time to approve such statements in the Fund Materials in writing to the Adviser. Any statements expressly approved by the Subadviser pursuant to this Clause for inclusion in the relevant Fund Materials shall not thereafter be edited without the prior written consent of the Subadviser. The Subadviser shall not be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect save for losses suffered by the Subadviser or its Related Persons against any liability to which it might otherwise be subject Adviser directly caused by reason of any (i) a Culpable Act by the Subadviser, or (ii) any untrue statement of a material fact contained in the Fund Materials provided expressly by the Subadviser in accordance with this Clause 6 for circulation to investors or its Related Personspotential investors in the Fund or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Fund by the Subadviser for use therein. The Adviser acknowledges that it has received a copy of the Subadviser’s trade error policy (the “Trade Error Policy”), as may be amended from time to time provided that, to the extent there are any material amendments to the Trade Error Policy, an updated Trade Error Policy will be provided to the Adviser (and is otherwise available upon request to the Subadviser). Notwithstanding anything to the contrary herein, the parties agree that any Trade Errors (as defined in the Trade Error Policy) that the Subadviser becomes aware of in respect of the Subsidiary will be dealt with by the Subadviser in accordance with the Trade Error Policy except to the extent otherwise agreed in writing by the Adviser and the Subadviser. The Adviser shall indemnify the Subadviser and its Related Persons and hold them it harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any (i) a Culpable Act of the Adviser or the Subsidiary, or (ii) any Related Person untrue statement of a material fact contained in the AdviserFund Materials provided expressly by the Adviser or the Trust for circulation to investors or potential investors in the Fund or the omission to state therein a material fact known to the Adviser or the Trust which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Fund by the Subadviser for use therein. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from (i) any Culpable Act of the Subadviser, or (ii) any untrue statement of a material fact contained in the Fund Materials provided expressly by the Subadviser in accordance with this Clause 6 for circulation to investors or potential investors in the Fund or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Fundby the Subadviser for use therein. Notwithstanding anything in this Agreement to the contrary, no party shall (i) be entitled to indemnification or recovery hereunder for any amount to the extent any such party has otherwise been reimbursed for such amount and (ii) be liable under any circumstance for any indirect, special, punitive or consequential losses or damages of any nature. This parties hereto shall use commercially reasonable efforts to mitigate any loss or damages to which this Clause 6 relates. No warranty is given by the Subadviser as to the performance or profitability of the Subsidiary or any portfolio thereof and each of its Related Personsthe Adviser and Subadviser acknowledge that the investment performance of the Subsidiary will differ from the investment performance of other funds, vehicles or accounts managed or advised by the Subadviser and the Subadviser shall not be liable for such difference except by reason of the Subadviser’s willful misfeasance, bad faith or gross negligence or the reckless disregard of the Subadviser’s obligations and duties this Agreement.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Subadviser) or Subadviser in connection with Subadviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, “"Related Persons”) of the Subadviser "), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Subadviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Subadviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Subadviser or such Related Person of Subadviser's duties under this Agreement on behalf of the Fund or Portfolio or from reckless disregard by Subadviser or any such Related Person of the Subadviser’s obligations and duties of Subadviser pursuant to this Agreement (each of which is hereby referred to as a “"Culpable Act”) under this Agreement"). Neither Notwithstanding the Subadviser nor its Related Persons shall be liable for foregoing, any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision stated limitations on liability shall not be deemed to protect the relieve Subadviser from any responsibility or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser may have under federal statutes.. Subadviser shall indemnify the Subadviser Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “"Damages”") arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Act. Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of willful misfeasance, bad faith, or gross negligence in the Subadviser performance by Adviser or any of its Related PersonsPersons of Adviser's duties under the Agreement or Advisory Agreement on behalf of the Fund or Portfolio or from reckless disregard by the Adviser or any of its Related Persons of the duties of Adviser pursuant to this Agreement or the Advisory Agreement.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the officers, directors, employees, agents, or legal representatives (collectively, “Related Persons”) of the The Subadviser shall not be liable for any error of judgment or mistake of law, or for any loss suffered by the Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in save for losses directly caused by (i) the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence or the reckless disregard of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither , or (ii) any untrue statement of a material fact provided expressly by the Subadviser nor in accordance with this Clause 6 and contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials (collectively, “Fund Materials”) for circulation to investors or potential investors in the Fund or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Adviser or a Fund by the Subadviser for use therein. For the avoidance of doubt, the Subadviser shall have no direct liability whatsoever to shareholders of the Fund, save where required by applicable law. For the purposes of this Clause 6, prior to any circulation to investors or potential investors in the Fund, any Fund Materials will first be provided to the Subadviser for its Related Persons review solely in respect of any applicable statements relating to or provided by the Subadviser (as identified by the Adviser and the Subadviser), and the Subadviser shall be afforded a reasonable period of time to approve such statements in the Fund Materials in writing to the Adviser. Any statements expressly approved by the Subadviser pursuant to this Clause for inclusion in the relevant Fund Materials shall not thereafter be edited without the prior written consent of the Subadviser. The Subadviser shall not be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect save for losses suffered by the Subadviser or its Related Persons against any liability to which it might otherwise be subject Adviser directly caused by reason of any (i) a Culpable Act by the Subadviser, or (ii) any untrue statement of a material fact contained in the Fund Materials provided expressly by the Subadviser in accordance with this Clause 6 for circulation to investors or its Related Personspotential investors in the Fund or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Adviser or a Fund by the Subadviser for use therein. The Adviser acknowledges that it has received a copy of the Subadviser’s trade error policy (the “Trade Error Policy”), as may be amended from time to time provided that, to the extent there are any material amendments to the Trade Error Policy, an updated Trade Error Policy will be provided to the Adviser (and is otherwise available upon request to the Subadviser). Notwithstanding anything to the contrary herein, the parties agree that any Trade Errors (as defined in the Trade Error Policy) that the Subadviser becomes aware of in respect of the Fund will be dealt with by the Subadviser in accordance with the Trade Error Policy except to the extent otherwise agreed in writing by the Adviser and the Subadviser. The Adviser shall indemnify the Subadviser and its Related Persons and hold them it harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any (i) a Culpable Act of the Adviser or the Trust, or (ii) any Related Person untrue statement of a material fact contained in the AdviserFund Materials provided expressly by the Adviser or the Trust for circulation to investors or potential investors in the Fund or the omission to state therein a material fact known to the Adviser or the Trust which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Fund by the Subadviser for use therein. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from (i) any Culpable Act of the Subadviser, or (ii) any untrue statement of a material fact contained in the Fund Materials provided expressly by the Subadviser in accordance with this Clause 6 for circulation to investors or potential investors in the Fund or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Fund by the Subadviser for use therein. Notwithstanding anything in this Agreement to the contrary, no party shall (i) be entitled to indemnification or recovery hereunder for any amount to the extent any such party has otherwise been reimbursed for such amount and (ii) be liable under any circumstance for any indirect, special, punitive or consequential losses or damages of any nature. This parties hereto shall use commercially reasonable efforts to mitigate any loss or damages to which this Clause 6 relates. No warranty is given by the Subadviser as to the performance or profitability of the Fund or any portfolio thereof and each of its Related Personsthe Adviser and Subadviser acknowledge that the investment performance of the Fund will differ from the investment performance of other funds, vehicles or accounts managed or advised by the Subadviser and the Subadviser shall not be liable for such difference except by reason of the Subadviser’s willful misfeasance, bad faith or gross negligence or the reckless disregard of the Subadviser’s obligations and duties this Agreement.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Subadviser) or Subadviser in connection with Subadviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, “Related Persons”) of the Subadviser ), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Subadviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Subadviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Subadviser or such Related Person of Subadviser’s duties under this Agreement on behalf of the Fund or Portfolio or from reckless disregard by Subadviser or any such Related Person of the Subadviser’s obligations and duties of Subadviser pursuant to this Agreement (each of which is hereby referred to as a “Culpable Act”) under this Agreement). Neither Notwithstanding the Subadviser nor its Related Persons shall be liable for foregoing, any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision stated limitations on liability shall not be deemed to protect the relieve Subadviser from any responsibility or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Personsmay have under federal statutes. The Adviser Subadviser shall indemnify the Subadviser Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Act. Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of willful misfeasance, bad faith, or gross negligence in the Subadviser performance by Adviser or any of its Related PersonsPersons of Adviser’s duties under the Agreement or Advisory Agreement on behalf of the Fund or Portfolio or from reckless disregard by the Adviser or any of its Related Persons of the duties of Adviser pursuant to this Agreement or the Advisory Agreement.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither the Subadviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Subadviser) or Subadviser in connection with Subadviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, “"Related Persons”) of the Subadviser "), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Subadviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Subadviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Subadviser or such Related Person of Subadviser's duties on behalf of the Fund or Portfolio or from reckless disregard by Subadviser or any such Related Person of the Subadviser’s obligations and duties of Subadviser pursuant to this Agreement (each of which is hereby referred to as a “"Culpable Act”) "). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Subadviser from any responsibility or liability Subadviser may have under this Agreement. Neither the Subadviser nor its Related Persons shall be liable state or federal statutes or from responsibility or liability for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons errors in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “"Damages”") arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or the reckless disregard of the Subadviser's obligations and duties under this Agreement. Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser Subadviser and its Related Persons and hold them harmless from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser Adviser or any of its Related Persons.

LIABILITY OF SUBADVISER; INDEMNIFICATION. Neither (a) Notwithstanding anything herein to the Subadviser contrary, neither Subadviser, nor any of its members (including without limitation GML International Limited which is the officers, directors, managing member of Subadviser) or employees, agents, or legal representatives (collectively, “Related Persons”) of the Subadviser shall be liable for any error of judgment to Adviser, the Trust or mistake of law, or the Fund for any loss suffered by resulting from Subadviser’s acts or omissions as Subadviser to the Fund or its shareholders in connection with the matters to which under this Agreement relates; provided thatAgreement, except as set forth in to the succeeding paragraphextent any such losses result from bad faith, no provision of this Agreement shall be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard or gross negligence on the part of the Subadviser’s obligations and duties (each of which is hereby referred to as a “Culpable Act”) under this Agreement. Neither the Subadviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Subadviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Subadviser or its Related Persons. The Adviser shall indemnify the Subadviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by the Subadviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Subadviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Subadviser or any of its Related Personsmembers or employees in the performance of Subadviser’s duties and obligations under this Agreement. (b) Subject to and without prejudice to the foregoing, the Adviser hereby undertakes to indemnify and keep indemnified Subadviser from and against all liabilities, obligations, losses, damages, suits and expenses (other than from those arising from the bad faith, willful misfeasance, reckless disregard or gross negligence of Subadviser) which may be incurred by or asserted against Subadviser in its capacity as Subadviser or pursuant to the performance of its duties or obligations hereunder arising out of or resulting from a breach of Adviser’s representations, warranties or covenants under this Agreement, a violation of applicable law by Adviser or Adviser’s bad faith, willful misfeasance, reckless disregard or gross negligence. (c) Subject to and without prejudice to the foregoing, Subadviser hereby undertakes to indemnify and keep indemnified Adviser from and against all liabilities, obligations, losses, damages, suits and expenses (other than from those arising from the bad faith, willful misfeasance, reckless disregard or gross negligence of Adviser) which may be incurred by or asserted against Adviser in its capacity as Adviser or pursuant to the performance of its duties or obligations hereunder arising out of or resulting from a breach of Subadviser’s representations, warranties or covenants under this Agreement, a violation of applicable law by Subadviser or Subadviser’s bad faith, willful misfeasance, reckless disregard or gross negligence. (d) Subject to and without prejudice to the foregoing, Subadviser hereby undertakes to indemnify and keep indemnified Fund from and against all liabilities, obligations, losses, damages, suits and expenses (other than from those arising from the bad faith, willful misfeasance, reckless disregard or gross negligence of Fund) which may be incurred by or asserted against Fund or pursuant to the performance of its duties or obligations hereunder arising out of or resulting from a breach of Subadviser’s representations, warranties or covenants under this Agreement, a violation of applicable law by Subadviser or Subadviser’s bad faith, willful misfeasance, reckless disregard or gross negligence. (e) Subject to and without prejudice to the foregoing, the Fund hereby undertakes to indemnify and keep indemnified Subadviser from and against all liabilities, obligations, losses, damages, suits and expenses (other than from those arising from the bad faith, willful misfeasance, reckless disregard or gross negligence of Subadviser) which may be incurred by or asserted against Subadviser in its capacity as Subadviser or pursuant to the performance of its duties or obligations hereunder arising out of or resulting from a breach of Fund’s representations, warranties or covenants under this Agreement, a violation of applicable law by Fund or Fund’s bad faith, willful misfeasance, reckless disregard or gross negligence. (f) Subject to and without predjudice to the foregoing, the Subadviser shall not be liable for any act or omission of the custodian(s).