Common use of Liabilities of the Manager Clause in Contracts

Liabilities of the Manager. A. Except as provided below in this paragraph 7, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager ("disabling conduct"), the Manager shall not be subject to liability to the Trust or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. B. The Manager shall not be indemnified for any liability unless (i) a final decision is made on the merits by a court or other body before whom the proceeding was brought that the Manager was not liable by reason of disabling conduct, or (ii) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Manager was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager or (b) an independent legal counsel in a written opinion. The Trust will advance attorneys' fees or other expenses incurred by the Manager in defending a proceeding, upon the undertaking by or on behalf of the Manager to repay the advance unless it is ultimately determined that the Manager is entitled to indemnification, so long as the Manager meets at least one of the following as a condition to the advance: (i) the Manager shall provide a security for its undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager, or an independent legal counsel in a written opinion, shall determine, based on a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Manger ultimately will be found entitled to indemnification. Any person employed by the Manager who may also be or become an employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as the Manager's employee or agent. C. No provision of this Agreement shall be construed to protect any Trustee, director, officer or agent of the Trust or the Manager from liability in violation of Sections 17(h) and (i) of the Act.

Liabilities of the Manager. A. Except as provided below Manager (including its directors, officers, shareholders, employees, control persons and affiliates of any thereof) shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this paragraph 7Agreement relates, in the absence of except a loss resulting from willful misfeasance, bad faith, faith or gross negligence, or reckless disregard of obligations or duties hereunder negligence on the part of the Manager in the performance of its duties or from the reckless disregard by Manager of its obligations and duties under this Agreement ("disabling conduct"). However, the Manager shall not be subject to liability to the Trust or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. B. The Manager shall will not be indemnified for any liability unless (i1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that the Manager was not liable by reason of disabling conduct, or (ii2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Manager was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the Trustees trustees who are not neither "interested persons persons" of the Trust or as defined in the Manager Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Trust Fund will advance attorneys' fees or other expenses incurred by the Manager in defending a proceeding, upon the undertaking by or on behalf of the Manager to repay the advance unless it is ultimately determined that the Manager is entitled to indemnification, so long as the Manager meets at least one of the following as a condition to the advance: in (i1) the Manager shall provide a security for its undertaking, (ii2) the Trust Fund shall be insured against losses arising by reason of any lawful advances, or (iii3) a majority of a quorum of the Trustees who are not interested persons disinterested, non-party trustees of the Trust or the ManagerTrust, or an independent legal counsel in a written opinion, shall determine, based on a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Manger Manager ultimately will be found entitled to indemnification. Any person employed by the Manager who may also be or become an employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as the Manager's employee or agent. C. No provision of this Agreement shall be construed to protect any Trustee, director, officer or agent of the Trust or the Manager from liability in violation of Sections 17(h) and (i) of the Act.

Liabilities of the Manager. A. Except as provided below in this paragraph 7, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager ("disabling conduct"), the Manager shall not be subject to liability to the Trust or to any shareholder of the Fund Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. B. The Manager shall not be indemnified for any liability unless (i) a final decision is made on the merits by a court or other body before whom the proceeding was brought that the Manager was not liable by reason of disabling conduct, or (ii) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Manager was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager or (b) an independent legal counsel in a written opinion. The Trust will advance attorneys' fees or other expenses incurred by the Manager in defending a proceeding, upon the undertaking by or on behalf of the Manager to repay the advance unless it is ultimately determined that the Manager is entitled to indemnification, so long as the Manager meets at least one of the following as a condition to the advance: (i) the Manager shall provide a security for its undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager, or an independent legal counsel in a written opinion, shall determine, based on a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Manger ultimately will be found entitled to indemnification. Any person employed by the Manager who may also be or become an employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as the Manager's employee or agent. C. No provision of this Agreement shall be construed to protect any Trustee, director, officer or agent of the Trust or the Manager from liability in violation of Sections 17(h) and (i) of the Act.

Liabilities of the Manager. A. Except as provided below (a) It is understood that Manager will be acting in a similar capacity for other institutional and individual customers (including clients with discretionary accounts and clients with whom it may be affiliated) and that investments and reinvestments for the Account may differ from those made or recommended with respect to the accounts and customers even though the investment objectives may be the same or similar; however, Manager shall allocate investment opportunities among clients on a fair and equitable basis and in accordance with the Manager’s trade allocation policies and procedures. Manager shall have responsibility with respect to the tendering of securities or interest coupons in response to offers, calls or redemptions or with respect to the exercise of conversion rights, subscription rights or other options relating to the portfolio. The presence of exculpatory language in this paragraph 7, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager ("disabling conduct"), the Manager Agreement shall not be subject deemed by ISBI, Manager or any other party appointed pursuant to liability to this Agreement, including without limitation, the Trust or to any shareholder of the Fund for any act or omission in the course ofCustodian, or connected withany successor custodian, rendering services hereunder as in any way limiting causes of action and remedies that may, notwithstanding such language, be available to ISBI either under common law or for any losses that may be sustained in the purchase, holding statutory law principles applicable to fiduciary relationships or sale of any securityunder applicable securities laws. B. (b) The Manager shall not be indemnified for any liability unless (i) a final decision is made on the merits by a court or other body before whom the proceeding was brought that the Manager was not liable by reason of disabling conductreview all trading and execution activity conducted hereunder and, or (ii) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Manager was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager or (b) an independent legal counsel in a written opinion. The Trust will advance attorneys' fees or other expenses incurred by the Manager in defending a proceeding, upon the undertaking by or on behalf of the Manager to repay the advance unless it is ultimately determined that the Manager is entitled to indemnification, so long as the Manager meets at least one of the following as a condition to the advanceconnection therewith: (i) the Manager shall provide a security for its undertakingimmediately notify ISBI of (x) any trade error with respect to the Account, and (y) any order or trade executed on behalf of the Account which is executed other than in accordance with the Guidelines and not promptly corrected; (ii) if the Trust Manager determines that a trade error or other error has occurred, the Trading Manager shall be insured against losses arising immediately notify the appropriate broker, dealer and/or counterparty and ISBI (to the extent such parties have not otherwise been notified under this Section 6(b)) of such trading or other error committed with respect to the Account by reason of any lawful advances, or the Manager; (iii) a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager, or an independent legal counsel in a written opinion, shall determine, based on a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Manger ultimately will be found entitled to indemnification. Any person employed by the Manager who may also be shall identify, whether in brokerage statements, confirmations or become an employee otherwise, and notify immediately after receipt of such document the Trust shall be deemedbroker, when acting within dealer and/or counterparty and ISBI (to the scope extent such parties have not otherwise been notified under this Section 6(b)) of his employment by any order, trade or transaction which the Trust, to be acting Manager believes was not executed in such employment solely for the Trust and not as accordance with the Manager's employee or agent. C. No provision of this Agreement shall be construed instructions. Notwithstanding anything to protect any Trusteethe contrary herein, director, officer or agent of the Trust or the Manager from liability in violation shall bear the cost of Sections 17(h) any trade error for which the Manager is responsible and (i) of shall reimburse ISBI for any losses and expenses attributable thereto, with interest calculated at the Actapplicable statutory rate.

Liabilities of the Manager. A. Except as provided below in this paragraph 7, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager ("disabling conduct"), the Manager shall not be subject to liability to the Trust Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. B. The Manager shall not be indemnified for any liability unless (i) a final decision is made on the merits by a court or other body before whom the proceeding was brought that the Manager was not liable by reason of disabling conduct, or (ii) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Manager was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager or (b) an independent legal counsel in a written opinion. The Trust Fund will advance attorneys' fees or other expenses incurred by the Manager in defending a proceeding, upon the undertaking by or on behalf of the Manager to repay the advance unless it is ultimately determined that the Manager is entitled to indemnification, so long as the Manager meets at least one of the following as a condition to the advance: (i) the Manager shall provide a security for its undertaking, (ii) the Trust Fund shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager, or an independent legal counsel in a written opinion, shall determine, based on a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Manger ultimately will be found entitled to indemnification. Any person employed by the Manager who may also be or become an employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as the Manager's employee or agent. . C. No provision of this Agreement shall be construed to protect any Trustee, director, officer or agent of the Trust or the Manager from liability in violation of Sections 17(h) and (i) of the Act.