Common use of INDEMNIFICATION BY THE INVESTMENT MANAGER Clause in Contracts

INDEMNIFICATION BY THE INVESTMENT MANAGER. a. The Investment Manager shall indemnify the Fund, its officers and trustees and hold them harmless from and against any and all actions, suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages (excluding consequential, punitive or other indirect damages), costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrative Services rendered to the Fund hereunder and arising or based upon the willful misfeasance, bad faith, or negligence of the Investment Manager, its directors, officers, employees, and agents in providing Administrative Services to the Fund. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. b. The rights under sub-section 7(d)(3)(a) hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Investment Manager may be asked to indemnify or hold the Fund, its officers, and trustees harmless, the Investment Manager shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Fund will use all reasonable care to identify and notify the Investment Manager promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Manager, but failure to do so in good faith shall not affect the rights hereunder.

INDEMNIFICATION BY THE INVESTMENT MANAGER. a. 10.1. The Investment Manager shall indemnify the Fund, Trust and its officers and trustees trustees, and hold them harmless from and against any and all actions, suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages (excluding consequential, punitive or other indirect damages), costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrative Services any service rendered to the Fund Trust hereunder and arising or based upon the willful misfeasance, bad faith, or gross negligence of the Investment Manager, its directors, officerspartners, employees, and agents in providing Administrative Services to the Fundperformance of its or their duties on behalf of the Trust. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. b. 10.2. The rights under sub-section 7(d)(3)(a) hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Investment Manager may be asked to indemnify or hold the Fund, Trust and its officers, officers and trustees harmless, the Investment Manager shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Fund will Trust shall use all reasonable care to identify and notify the Investment Manager promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Manager, but failure to do so in good faith shall not affect the rights hereunder.

INDEMNIFICATION BY THE INVESTMENT MANAGER. a. The Investment Manager shall indemnify the Fund, its officers and trustees and hold them harmless from and against any and all actions, suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages (excluding consequential, punitive or other indirect damages), costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrative Services rendered to the Fund hereunder and arising or based upon the willful misfeasance, bad faith, or negligence of the Investment Manager, its directors, officers, employees, and agents in providing Administrative Services to the Fund. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. b. The rights under sub-section 7(d)(3)(a) hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, DMEAST #8605877 v8 11 however, it is understood that if in any case the Investment Manager may be asked to indemnify or hold the Fund, its officers, and trustees harmless, the Investment Manager shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Fund will use all reasonable care to identify and notify the Investment Manager promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Manager, but failure to do so in good faith shall not affect the rights hereunder.