Common use of Indemnification by Fund Clause in Contracts

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodian. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, Assets which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, Instructions except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreementmisconduct.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. Each Fund agrees to indemnify and hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in an underlying fund for which Subscription Agreements are prepared, signed or submitted by Custodian.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, Instructions except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreementmisconduct.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Funds, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each The Fund agrees to shall indemnify and hold harmless the Custodian, any Sub-Custodian and its nominees any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all actual claims, demands, losses, damages reasonable expenses and expenses liabilities of any and every nature (including reasonable attorneys’ fees) suffered that an Indemnified Party may actually sustain or incurred incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reasonable reliance on the advice of the Fund, or (b) upon Proper Instructions, or (iii) from the performance of its nominee caused by obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply or act in accordance with the terms of this Agreement (or any sub-custody agreement), or from actions reasonably taken by the Custodianits bad faith, its employees negligence, fraud or agents willful misconduct in the performance of its duties and obligations under this AgreementAgreement (or any sub-custody agreement). The Custodian and Sub-Custodian shall act in good faith in a commercially reasonable manner to mitigate any losses, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such expenses or liabilities they may suffer. This indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification be a continuing obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement Fund, its successors and assigns, notwithstanding the termination of this Agreement provided that the Fund’s continuing obligations to indemnify Custodian after the termination of this Agreement shall relate to solely those claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) sustained in connection with Custodian’s provision of services pursuant to this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees. The Custodian shall endeavor to provide the Fund such Subcustodian. If any Fund requires the Custodian reasonable estimates, including reasonable estimates related to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which mayamounts incurred for services provided hereunder, in the opinion of the Custodian, result in the connection with claims for which Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide seeks indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this AgreementFund.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and reasonable out-of-pocket expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Funds, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall any Fund be liable for special, indirect, consequential or punitive damages arising under or in connection with this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages damages, and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, provided however that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares Securities or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s gross negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. Each Fund agrees to indemnify and hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in an underlying fund for which Subscription Agreements are prepared, signed, or submitted by Custodian at the direction of the Fund to the extent the Custodian complied with the provisions of this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) shall not exceed the extent of any similar indemnification obligation undertaken by of the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianunder this Agreement. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, Assets which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Funds, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. Each Fund agrees to indemnify and hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in an underlying fund for which Subscription Agreements are prepared, signed or submitted by Custodian.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each The Fund agrees to shall indemnify and hold harmless the Custodian, any Sub-Custodian and its nominees any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all actual claims, demands, losses, damages reasonable expenses and expenses liabilities of any and every nature (including reasonable attorneys’ fees) suffered that an Indemnified Party may actually sustain or incurred incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reasonable reliance on the advice of the Fund, or (b) upon Proper Instructions, or (iii) from the performance of its nominee caused by obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply or act in accordance with the terms of this Agreement (or any sub-custody agreement), or from actions reasonably taken by the Custodianits bad faith, its employees negligence, fraud or agents willful misconduct in the performance of its duties and obligations under this AgreementAgreement (or any sub-custody agreement). The Custodian and Sub-Custodian shall act in good faith in a commercially reasonable manner to mitigate any losses, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such expenses or liabilities they may suffer. This indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification be a continuing obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement Fund, its successors and assigns, notwithstanding the termination of this Agreement provided that the Fund’s continuing obligations to indemnify Custodian after the termination of this Agreement shall relate to solely those claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) sustained in connection with Custodian’s provision of services pursuant to this Agreement.. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees. The Custodian shall endeavor to provide the Fund such Subcustodian. If any Fund requires the Custodian reasonable estimates, including reasonable estimates related to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which mayamounts incurred for services provided hereunder, in the opinion of the Custodian, result in the connection with claims for which Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide seeks indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this AgreementFund.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to shall indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including reasonable attorneys’ ' fees) (with the exception of those damages and expenses referenced in Section 6(k)) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodian. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares Securities or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to shall indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Funds, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct breach of the Standard of Care or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each The Fund agrees to shall indemnify and hold harmless the Custodian, any Sub-Custodian and its nominees any nominee thereof (each, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all actual claims, demands, losses, damages reasonable expenses and expenses liabilities of any and every nature (including reasonable attorneys’ ' fees) suffered that an Indemnified Party may actually sustain or incurred incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reasonable reliance on the advice of the Fund, or (b) upon Proper Instructions, or (iii) from the performance of its nominee caused by obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply or act in accordance with the terms of this Agreement (or any sub-custody agreement), or from actions reasonably taken by the Custodianits bad faith, its employees negligence, fraud or agents willful misconduct in the performance of its duties and obligations under this AgreementAgreement (or any sub-custody agreement). The Custodian and Sub-Custodian shall act in good faith in a commercially reasonable manner to mitigate any losses, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such expenses or liabilities they may suffer. This indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification be a continuing obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement Fund, its successors and assigns, notwithstanding the termination of this Agreement provided that the Fund's continuing obligations to indemnify Custodian after the termination of this Agreement shall relate to solely those claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) sustained in connection with Custodian's provision of services pursuant to this Agreement.. As used in this paragraph, the terms "Custodian" and "Sub-Custodian" shall include their respective directors, officers and employees. The Custodian shall endeavor to provide the Fund such Subcustodian. If any Fund requires the Custodian reasonable estimates, including reasonable estimates related to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which mayamounts incurred for services provided hereunder, in the opinion of the Custodian, result in the connection with claims for which Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide seeks indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this AgreementFund.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including reasonable attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from reasonable actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodian. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each The Fund agrees to shall indemnify and hold harmless the Custodian, any Sub-Custodian and its nominees any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all actual claims, demands, losses, damages reasonable expenses and expenses liabilities of any and every nature (including reasonable attorneys’ ' fees) suffered that an Indemnified Party may actually sustain or incurred incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reasonable reliance on the advice of the Fund, or (b) upon Proper Instructions, or (iii) from the performance of its nominee caused by obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply or act in accordance with the terms of this Agreement (or any sub-custody agreement), or from actions reasonably taken by the Custodianits bad faith, its employees negligence, fraud or agents willful misconduct in the performance of its duties and obligations under this AgreementAgreement (or any sub-custody agreement). The Custodian and Sub-Custodian shall act in good faith in a commercially reasonable manner to mitigate any losses, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such expenses or liabilities they may suffer. This indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification be a continuing obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement Fund, its successors and assigns, notwithstanding the termination of this Agreement provided that the Fund’s continuing obligations to indemnify Custodian after the termination of this Agreement shall relate to solely those claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) sustained in connection with Custodian’s provision of services pursuant to this Agreement.. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees. The Custodian shall endeavor to provide the Fund such Subcustodian. If any Fund requires the Custodian reasonable estimates, including reasonable estimates related to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which mayamounts incurred for services provided hereunder, in the opinion of the Custodian, result in the connection with claims for which Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide seeks indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this AgreementFund.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losseslosses , damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this AgreementAgreement , including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any the Fund requires the Custodian to take any action with respect to SecuritiesSecurities , Underlying Shares or other Assets, which action involves the payment of money or which may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Fund, except for such action or inaction resulting from the Custodian’s 's negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any the Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Funds, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each The Fund agrees to indemnify indemnify, defend and hold Distributor, its officers and directors, and any person who controls it, within the meaning of Section 15 of the Act, free and harmless the Custodian from and its nominees from against any and all lossesclaims, damages demands, liabilities and expenses (including attorneys’ feesthe cost of investigating or defending such claims, demands or liabilities, and any counsel fees incurred in connection therewith) suffered which Distributor, its officers, directors or incurred any such controlling person may incur under the Act, or under common law or otherwise, arising out of or based upon any untrue statement of material fact contained in the Fund's Registration Statement, Prospectus or Statement of Additional Information or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance and in conformity with information furnished in writing by Distributor to the Custodian Fund for use in the Fund's Registration Statement, Prospectus or Statement of Additional Information. This Indemnity Agreement, to the extent that it might require indemnity of any person who is also an officer or director of the Fund or who controls the Fund within the meaning of Section 15 of the Act shall not inure to the benefit of such officer, director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Act. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Fund or its nominee caused security holders to which Distributors would otherwise be subject by reason of willful misfeasance, bad faith, or arising from actions reasonably taken by the Custodian, its employees or agents gross negligence in the performance of its duties and or by reason of its reckless disregard of its obligations under this Agreement. The Fund's agreement to indemnify Distributor, includingits officers and directors and any such controlling person as aforesaid is conditioned upon the Fund being notified within ninety days of any action brought against Distributor, but not limited toits officers or directors, or any indemnification obligations undertaken such controlling person, such notification to be given by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply letter or telegram addressed to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for Fund as its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodian. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreementprincipal business office.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees (the “Indemnified Parties”) from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee (“Losses”) caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 7 or 7 hereof and (ii) any indemnification obligation undertaken by 8 hereof, or upon the Custodian with respect to a Subcustodian shall not indemnify finding of fraud, negligence or willful misconduct on the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach part of the agreement with such SubcustodianCustodian. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s fraud, negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. Each Fund agrees to indemnify and hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in an underlying fund for which Subscription Agreements are prepared, signed or submitted by Custodian. Notwithstanding the forgoing or anything else contained herein, the foregoing indemnity shall not apply to any Losses incurred by such an Indemnified Party arising out of an Indemnified Party’s fraud, negligence or reckless or willful misconduct, an Indemnified Party’s failure to perform in all material respects any of its obligations or responsibilities required under the agreement and Applicable Law. The Fund shall not be liable under the indemnity agreement contained in this paragraph 8(a) with respect to any claim made against any Indemnified Party unless the Indemnified Party shall have notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Indemnified Party (or after the Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Fund of any claim shall not relieve the Fund from any liability that it may have to any Indemnified Party against whom such action is brought otherwise than on account of the indemnity agreement contained in this paragraph 8(a) and shall only release it from such liability under this paragraph 8(a) to the extent it has been materially prejudiced by such failure to give notice.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund theFund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any the Manager or the Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, Instructions except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreementmisconduct.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Funds, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any the Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any the Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence negligence, bad faith or willful misconduct or misconduct, if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement or the Custodian’s reckless disregard of its duties under this Agreement. The Fund agrees to indemnify and hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in an underlying fund for which Subscription Agreements are prepared, signed or submitted by Custodian.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares Securities or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s fraud, negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to Subsection 5.5(b) and the limitations set forth in other provisions of this AgreementSection 5.5, each Fund agrees to indemnify and hold harmless harmless, to the Custodian full extent permitted by law, the Demand Holder, its officers, directors and its nominees from employees and each Person who controls such holder (within the meaning of the Securities Act) against all losses, damages claims, damages, liabilities and expenses (including attorneys’ fees) suffered caused by any untrue or incurred by alleged untrue statement of a material fact contained in any preliminary Prospectus or Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Custodian or its nominee statements therein not misleading, except insofar as the same are caused by or arising from actions reasonably taken contained in any information furnished in writing to Fund by the Custodian, its employees or agents in the performance on behalf of its duties and obligations under this Agreement, including, but not limited to, such Demand Holder or any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreementUnderwriter expressly for use therein; provided, however, that Fund will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such indemnity shall not apply to untrue statement or alleged untrue statement, omission or alleged omission in such preliminary Prospectus is corrected in the extent the Custodian is liable under Sections 6 or 7 hereof Prospectus, and (ii) any indemnification obligation undertaken by such Demand Holder failed to deliver or cause to be delivered a copy of the Custodian Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Fund had furnished such Demand Holder with a sufficient number of copies of the same. Fund will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach indemnification of the agreement with such Subcustodian. If any Demand Holder, if requested; provided that Fund requires may use its reasonable efforts to negotiate the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion terms of the Custodian, result indemnification provisions of an underwriting agreement provided by any underwriter engaged in accordance with the Custodian or its nominee assigned to such provisions of this Agreement. Fund being will not be liable for the payment of money any settlement effected without Fund’s written consent, not to be unreasonably withheld or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreementdelayed.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including reasonable attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof hereof, and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, or willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodian. If any the Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. The Fund agrees to indemnify and hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in an underlying fund for which Subscription Agreements are prepared, signed or submitted by Custodian.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees (the “Indemnified Parties”) from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee (“Losses”) caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 7 or 7 hereof and (ii) any indemnification obligation undertaken by 8 hereof, or upon the Custodian with respect to a Subcustodian shall not indemnify finding of fraud, negligence or willful misconduct on the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach part of the agreement with such SubcustodianCustodian. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s fraud, negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. Each Fund agrees to indemnify and hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in an underlying fund for which Subscription Agreements are prepared, signed or submitted by Custodian. Notwithstanding the forgoing or anything else contained herein, the foregoing indemnity shall not apply to any Losses incurred by such an Indemnified Party arising out of an Indemnified Party’s fraud, negligence or reckless or willful misconduct, an Indemnified Party’s failure to perform in all material respects any of its obligations or responsibilities required under the agreement and Applicable Law. The Funds shall not be liable under the indemnity agreement contained in this paragraph 9(a) with respect to any claim made against any Indemnified Party unless the Indemnified Party shall have notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Indemnified Party (or after the Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Funds of any claim shall not relieve the Funds from any liability that it may have to any Indemnified Party against whom such action is brought otherwise than on account of the indemnity agreement contained in this paragraph 9(a) and shall only release it from such liability under this paragraph 9(a) to the extent it has been materially prejudiced by such failure to give notice.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any the Manager or the Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, Instructions except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreementmisconduct.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any the Manager or the Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including reasonable attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, or willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodian. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. The Fund agrees to indemnify and hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in Underlying Shares for which Subscription Agreements are prepared, signed or submitted by Custodian or any agent of the Custodian or Subcustodian engaged by the Custodian in accordance with the terms of this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each The Fund agrees to shall indemnify and hold harmless the Custodian, any Sub-Custodian and its nominees any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all actual claims, demands, losses, damages reasonable expenses and expenses liabilities of any and every nature (including reasonable attorneys’ ' fees) suffered that an Indemnified Party may actually sustain or incurred incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Fund, or (b) upon Proper Instructions, or (iii) from the performance of its nominee caused by obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply or act in accordance with the terms of this Agreement (or any sub-custody agreement), or from actions reasonably taken by the Custodianits bad faith, its employees negligence or agents willfol misconduct in the performance of its duties and obligations under this AgreementAgreement (or any sub-custody agreement). The Custodian and Sub-Custodian shall act in good faith in a commercially reasonable manner to mitigate any losses, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such expenses or liabilities they may suffer. This indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification be a continuing obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement Fund, its successors and assigns, notwithstanding the termination of this Agreement provided that the Fund’s continuing obligations to indemnify Custodian after the termination of this Agreement shall relate to solely those claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) sustained in connection with Custodian’s provision of services pursuant to this Agreement). As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees. The Custodian shall endeavor to provide the Fund such Subcustodian. If any Fund requires the Custodian reasonable estimates, including reasonable estimates related to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which mayamounts incurred for services provided hereunder, in the opinion of the Custodian, result in the connection with claims for which Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide seeks indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this AgreementFund.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ ' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Funds, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodianhereof. If any the Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to such the Fund being liable for the payment of money or incurring liability of some other form, such the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. Each The Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

Indemnification by Fund. Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees (each an “Indemnified Party”) from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by or the Custodian has not fully complied with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard standard of its duties or breach of the agreement with such Subcustodiancare set forth in Section 6(a) hereof. If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it, upon written notice from the Custodian. Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf of the Manager or the Funds, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.