Common use of Limitation of Liability of Investment Manager and the Company Clause in Contracts

Limitation of Liability of Investment Manager and the Company. The Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Investment Manager’s part in the performance of its duties or from reckless disregard by the Investment Manager of its obligations and duties under this Agreement. With respect to the engagement of sub-advisers under Section 1 hereof, notwithstanding the generality of this Section 6, the Investment Manager shall not be responsible or liable for any act or omission by any such sub-adviser, including without limitation any decision by a sub-adviser to purchase, hold, or sell any securities, cash or financial instruments for the Company. With respect to the provision of Administrative Services under Section 3 hereof, notwithstanding the generality of this Section 6, the Investment Manager shall not be responsible or liable for any act or omission by any other party, including other service providers. Nothing herein shall be construed to impose on the Investment Manager any fiduciary duty in connection with the performance of Administrative Services hereunder. Any person, even though also employed by the Investment Manager, who may be or become an employee of and paid by the Company shall be deemed, when acting within the scope of his employment by the Company, to be acting in such employment solely for the Company and not as the Investment Manager’s employee or agent.