Liability of Investment Manager. Investment Manager assumes no responsibility under this Agreement other than to render the Services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. Adviser and the Trust agree to indemnify and defend Investment Manager, its officers, directors, and employees for any loss or expense (including reasonable attorney’s fees) arising out of or in connection with any action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund’s registration statement, any proxy statement, or any communication to current or prospective investors in the Portfolio (other than any material misstatement or omission made in reliance upon and in conformity with written information furnished by Investment Manager to Adviser or the Portfolio).
Liability of Investment Manager. In the absence of (a) willful misfeasance, bad faith or negligence on the part of the Investment Manager in performance of its obligations and duties under this Agreement, (b) reckless disregard by the Investment Manager of its obligations and duties under this Agreement, or (c) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages will be limited to the period and the amount set out in Section 36(b)(3) of the 1940 Act), the Investment Manager will not be subject to any liability whatsoever to the Fund, or to any Member of the Fund for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services under this Agreement including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Fund.
Liability of Investment Manager. Investment Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940 or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement.
Liability of Investment Manager. 6.1 Except to the extent that it may be the direct consequence of the Investment Managers own negligence, or wilful default, the Investment Manager will not be liable for any loss caused to the Investor by any error of judgement, by any reduction in the value of the Portfolio, or by any failure to increase or maintain the Portfolio’s value or to secure any particular level of income therefrom.
6.2 In the event of any failure, interruption or delay in the performance of the Investment Managers obligations resulting directly or indirectly from acts, events or circumstances not reasonably within the Investment Managers control, including but not limited to industrial disputes, acts or regulations of any governmental or supernational bodies or authorities, a flood, storm or other natural event, any war, hostilities or revolution, riot or civil disorder, and breakdown, failure or malfunction of any telecommunications or computer service or systems, the Investment Manager shall not be liable to the Investor or any other party or have any responsibility of any kind for any loss or damage thereby incurred or suffered. 7 Indemnity by the Investor
7.1 The Investor hereby indemnifies the Investment Manager from any expenses (including taxes other than taxes on its profits) which the Investment Manager may incur and against all actions, costs, claims, demands made by persons entitled or purporting to be entitled to the Portfolio or any part of it or which may be instituted against the Investment Manager arising out of any matter or thing which the Investment Manager may properly do or cause to be done under the terms of this Agreement provided that this indemnity shall not extend to any act or thing done by the Investment Manager negligently or because of the Investment Managers wilful default.
Liability of Investment Manager. The Investment Manager will not be liable in any way for any default, failure or defect in any of the securities comprising the Fund’s portfolio if it has satisfied the duties and the standard of care, diligence and skill set forth in this Agreement. However, the Investment Manager shall be liable to the Fund for any loss, damage, claim, cost, charge, expense or liability resulting from the Investment Manager’s willful misconduct, bad faith or gross negligence or disregard by the Investment Manager of the Investment Manager’s duties or standard of care, diligence and skill set forth in this Agreement or a material breach or default of the Investment Manager's obligations under this Agreement.
Liability of Investment Manager. In the absence of: (i) willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its obligations and duties hereunder; (ii) reckless disregard by the Investment Manager of its obligations and duties hereunder; (iii) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act, as amended), the Investment Manager shall not be subject to any liability whatsoever to the Fund, or to any unitholder of the Fund, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Fund.
Liability of Investment Manager. The Investment Manager shall not be liable for any loss or damage, whatsoever or howsoever occurring, or for any depreciation in value howsoever arising by reason of the exercise or non-exercise of the powers or discretion hereby imposed on or undertaken by the Investment Manager or any diminution in the value of assets or any part thereof or by reason of the assets or any part thereof failing to appreciate in value or failing to produce any return on the capital invested save for any loss or damage resulting from the Investment Manager’s fraud, wilful default, negligence, bad faith or reckless disregard of its obligations and duties under this Agreement.
Liability of Investment Manager. (a) In the performance of investment management services as provided in Article 2, the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager's obligations and duties under this Agreement or the violation of any applicable law.
(b) In the performance of administrative services as provided in Article 2, and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services.
Liability of Investment Manager. Except as may otherwise be provided by law, and in the absence of: (i) willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in performance of its obligations and duties hereunder; (ii) reckless disregard by the Investment Manager of their obligations and duties hereunder; or (iii) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act, as amended), the Investment Manager shall not be subject to any liability whatsoever to the Fund, or to any Investor in the Fund, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Fund. The federal and state securities laws impose liability in certain circumstances on persons who act in good faith. Nothing in this agreement shall be construed to limit any such liabilities.
Liability of Investment Manager. In the absence of its own negligence, misfeasance, bad faith or violation of a provision of applicable law, the Investment Manager shall not be liable for (1) any loss resulting from any act or omission of the Client or any trustee or custodian of the assets held in the Account; (2) any diminution in value of any investment or investments resulting from the recommendations or advice of the Investment Manager or any loss in portfolio value from an error of judgment of the Investment Manager as to the types of securities held in the Account's portfolio; or (3) any loss resulting from any act or omission of any broker selected by the Investment Manager with due care in the selection. Nothing herein shall constitute a waiver or limitation of any rights which the Client or any other person may have under applicable state or federal law.
