Common use of Liability of the Manager Clause in Contracts

Liability of the Manager. (a) Liability with respect to the Provision of Advisory Services. (i) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the [Fund/Trust], or to any shareholder of the [Fund/Trust], for any act or omission in the course of, or connected with, rendering Advisory Services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the [Fund/Trust]. (ii) Notwithstanding the foregoing, the Manager agrees to reimburse the [Fund/Trust] for any and all costs, expenses, and counsel and Trustees’ fees reasonably incurred by the [Fund/Trust] in the preparation, printing and distribution of proxy statements, [amendments to its Registration Statement,] the holding of meetings of its shareholders or Trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the [Fund/Trust] incurs as a result of action or inaction of the Manager or any of its shareholders where the action or inaction necessitating such expenditures: (1) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Manager or its affiliates (or litigation related to any pending or proposed future transaction in such shares or control) which shall have been undertaken without the prior, express approval of the [Fund/Trust]’s Trustees, or (2) is within the sole control of the Manager or any of its affiliates or any of their officers, directors, employees or shareholders. The Manager shall not be obligated pursuant to the provisions of this subsection 13(a)(ii), to reimburse the [Fund/Trust] for any expenditures related to the institution of an administrative proceeding or civil litigation by the [Fund/Trust] or by a [Fund/Trust] shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Manager or any of its affiliates from the sale of his shares of the Manager, or similar matters. So long as this Agreement is in effect, the Manager shall pay to the [Fund/Trust] the amount due for expenses subject to this subsection 13(a)(ii) within thirty (30) days after a bxxx or statement has been received by the [Fund/Trust] therefor. This provision shall not be deemed to be a waiver of any claim the [Fund/Trust] may have or may assert against the Manager or others or costs, expenses, or damages heretofore incurred by the [Fund/Trust] for costs, expenses, or damages the [Fund/Trust] may hereafter incur which are not reimbursable to it hereunder. (iii) No provision of this Agreement shall be construed to protect any director or officer of the [Fund/Trust], or of the Manager, from liability in violation of Sections 17(h) and (i) of the 1000 Xxx. (b) Liability with respect to the Provision of Administrative Services.

Liability of the Manager. (a) Liability with respect to the Provision of Advisory Services. (i) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the [Fund/Trust], or to any shareholder of the [Fund/Trust], for any act or omission in the course of, or connected with, rendering Advisory Services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the [Fund/Trust]. (ii) Notwithstanding the foregoing, the Manager agrees to reimburse the [Fund/Trust] Fund for any and all costs, expenses, and counsel and Trustees’ fees reasonably incurred by the [Fund/Trust] Fund in the preparation, printing and distribution of proxy statements, [amendments to its Registration Statement,] , the holding of meetings of its shareholders or Trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the [Fund/Trust] Fund incurs as a result of action or inaction of the Manager or any of its shareholders where the action or inaction necessitating such expenditures: (1) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Manager or its affiliates (or litigation related to any pending or proposed future transaction in such shares or control) which shall have been undertaken without the prior, express approval of the [Fund/Trust]’s Trustees, or (2) is within the sole control of the Manager or any of its affiliates or any of their officers, directors, employees or shareholders. The Manager shall not be obligated pursuant to the provisions of this subsection 13(a)(ii), to reimburse the [Fund/Trust] Fund for any expenditures related to the institution of an administrative proceeding or civil litigation by the [Fund/Trust] Fund or by a [Fund/Trust] Fund shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Manager or any of its affiliates from the sale of his shares of the Manager, or similar matters. So long as this Agreement is in effect, the Manager shall pay to the [Fund/Trust] Fund the amount due for expenses subject to this subsection 13(a)(ii) within thirty (30) days after a bxxx or statement has been received by the [Fund/Trust] Fund therefor. This provision shall not be deemed to be a waiver of any claim the [Fund/Trust] Fund may have or may assert against the Manager or others or costs, expenses, or damages heretofore incurred by the [Fund/Trust] Fund for costs, expenses, or damages the [Fund/Trust] Fund may hereafter incur which are not reimbursable to it hereunder. (iii) No provision of this Agreement shall be construed to protect any director or officer of the [Fund/Trust], or of the Manager, from liability in violation of Sections 17(h) and (i) of the 1000 Xxx. (b) Liability with respect to the Provision of Administrative Services.

Liability of the Manager. (a) Liability with respect to the Provision of Advisory Services. (i) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the [Fund/Trust], or to any shareholder of the [Fund/Trust], for any act or omission in the course of, or connected with, rendering Advisory Services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the [Fund/Trust]. (ii) Notwithstanding the foregoing, the Manager agrees to reimburse the [Fund/Trust] Fund for any and all costs, expenses, and counsel and Trustees’ fees reasonably incurred by the [Fund/Trust] Fund in the preparation, printing and distribution of proxy statements, [amendments to its Registration Statement,] , the holding of meetings of its shareholders or Trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the [Fund/Trust] Fund incurs as a result of action or inaction of the Manager or any of its shareholders where the action or inaction necessitating such expenditures: (1) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Manager or its affiliates (or litigation related to any pending or proposed future transaction in such shares or control) which shall have been undertaken without the prior, express approval of the [Fund/Trust]’s Trustees, or (2) is within the sole control of the Manager or any of its affiliates or any of their officers, directors, employees or shareholders. The Manager shall not be obligated pursuant to the provisions of this subsection 13(a)(ii), to reimburse the [Fund/Trust] Fund for any expenditures related to the institution of an administrative proceeding or civil litigation by the [Fund/Trust] Fund or by a [Fund/Trust] Fund shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Manager or any of its affiliates from the sale of his shares of the Manager, or similar matters. So long as this Agreement is in effect, the Manager shall pay to the [Fund/Trust] Fund the amount due for expenses subject to this subsection 13(a)(ii) within thirty (30) days after a bxxx xxxx or statement has been received by the [Fund/Trust] Fund therefor. This provision shall not be deemed to be a waiver of any claim the [Fund/Trust] Fund may have or may assert against the Manager or others or costs, expenses, or damages heretofore incurred by the [Fund/Trust] Fund for costs, expenses, or damages the [Fund/Trust] Fund may hereafter incur which are not reimbursable to it hereunder. (iii) No provision of this Agreement shall be construed to protect any director or officer of the [Fund/Trust], or of the Manager, from liability in violation of Sections 17(h) and (i) of the 1000 0000 Xxx. (b) Liability with respect to the Provision of Administrative Services.