Common use of LIMITATION OF LIABILITY OF THE MANAGER Clause in Contracts

LIMITATION OF LIABILITY OF THE MANAGER. 9.1 The Client confirms that they fully understand the risks involved with this Agreement and that they have been fully informed about such risk by the Manager. The Client confirms that he is familiar with all the transactions to be undertaken pursuant to this Agreement and that he does not need any further information or professional advice to comprehend the risks directly or indirectly associated with this Agreement and the transactions contemplated herein; 9.2 It is expressly stated that nothing contained herein amounts to any warranty or guarantee (express or implied) of the Manager to pay any return of any nature or guarantee any returns or accretions or accruals to the Client. The client expressly accepts that the Investment Amount and the Assets placed with the Manager and the sale and purchase of Financial Instruments by the Manager and the investments of the Assets by the Manager are and shall be at the sole risk of the Client and the Manager shall not be liable for any loss or damage caused to the Client as a result of any action or omission of the Manager pursuant to this Agreement unless such action is grossly negligent; 9.3 It is further expressly understood and agreed on by the Client that no representation or warranties are held out by the Manager about the safety or “soundness” of an investment made on behalf of the Client and all actions taken and acts done by the Manager are done solely at the Clients account and risk; any actions which the Manager takes or does not take as to the investments and the Account will be solely at the Clients account and risk and the Manager shall not carry any liability for making good any loss sustained or suffered by the Client for any action taken or failure to act unless the Manager acts with wilful default, fraudulently or with gross negligence to the Client’s interest; 9.4 The Manager shall not be liable for any loss incurred due to a change of law, regulation, interpretation of a specific provision of law, policy inconsistent application/ interpretation of any provision of the law by any relevant authority; 9.5 The Manager shall not be required to offer advice on any tax issue to the Client and the Manager accepts no liability for any tax the Client may be required to pay on any profits made during the term of this Agreement; 9.6 The Manager shall not be liable to the Client for any act or omission of any of its officers, employees, or representatives or any custodian or other person specifically authorized by the manager and any other third parties. The Manager shall also not be responsible for any acts or omissions of any intermediaries and shall not guarantee the performance of the responsibilities of such intermediaries.

LIMITATION OF LIABILITY OF THE MANAGER. 9.1 The Client confirms that they fully understand the risks involved with this Agreement and that they have been fully informed about such risk by the Manager. The Client confirms that he is familiar with all the transactions to be undertaken pursuant to this Agreement and that he does not need any further information or professional advice to comprehend the risks directly or indirectly associated with this Agreement and the transactions contemplated herein; 9.2 It is expressly stated that nothing contained herein amounts to any warranty or guarantee (express or implied) of the Manager to pay any return of any nature or guarantee any returns or accretions or accruals to the Client. The client expressly accepts that the Investment Amount and the Assets placed with the Manager and the sale and purchase of Financial Instruments by the Manager and the investments of the Assets by the Manager are and shall be at the sole risk of the Client and the Manager shall not be liable for any loss or damage caused to the Client as a result of any action or omission of the Manager pursuant to this Agreement unless such action is grossly negligent; 9.3 It is further expressly understood and agreed on by the Client that no representation or warranties are held out by the Manager about the safety or “soundness” of an investment made on behalf of the Client and all actions taken and acts done by the Manager are done solely at the Clients account and risk; any actions which the Manager takes or does not take as to the investments and the Account will be solely at the Clients account and risk and the Manager shall not carry any liability for making good any loss sustained or suffered by the Client for any action taken or failure to act unless the Manager acts with wilful default, fraudulently or with gross negligence to the Client’s interest; 9.4 The Manager shall not be liable for any loss incurred due to a change of law, regulation, interpretation of a specific provision of law, policy inconsistent application/ interpretation of any provision of the law by any relevant authority; 9.5 The Manager shall not be required to offer advice on any tax issue to the Client and the Manager accepts no liability for any tax the Client may be required to pay on any profits made during the term of this Agreement; 9.6 The Manager shall not be liable to the Client for any act or omission of any of its officers, employees, or representatives or any custodian or other person specifically authorized authorised by the manager and any other third parties. The Manager shall also not be responsible for any acts or omissions of any intermediaries and shall not guarantee the performance of the responsibilities of such intermediaries.

LIMITATION OF LIABILITY OF THE MANAGER. 9.1 The Client confirms that they fully understand a. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the risks involved with this Agreement and that they have been fully informed about such risk by part of the Manager. The Client confirms that he is familiar with all , the transactions to be undertaken pursuant to this Agreement and that he does not need Manager and/or any further information or professional advice to comprehend the risks directly or indirectly associated with this Agreement of its affiliates and the transactions contemplated herein; 9.2 It is expressly stated that nothing contained herein amounts to any warranty or guarantee (express or implied) directors, officers and employees of the Manager to pay any return and/or of any nature or guarantee any returns or accretions or accruals to the Client. The client expressly accepts that the Investment Amount and the Assets placed with the Manager and the sale and purchase of Financial Instruments by the Manager and the investments of the Assets by the Manager are and shall be at the sole risk of the Client and the Manager its affiliates shall not be liable for any loss or damage caused subject to liability to the Client as a result of Trust or to any action or omission of the Manager pursuant to this Agreement unless such action is grossly negligent; 9.3 It is further expressly understood and agreed on by the Client that no representation or warranties are held out by the Manager about the safety or “soundness” holder of an investment made on behalf of the Client and all actions taken and acts done by the Manager are done solely at the Clients account and risk; interest in any actions which the Manager takes or does not take as to the investments and the Account will be solely at the Clients account and risk and the Manager shall not carry any liability for making good any loss sustained or suffered by the Client for any action taken or failure to act unless the Manager acts with wilful default, fraudulently or with gross negligence to the Client’s interest; 9.4 The Manager shall not be liable for any loss incurred due to a change of law, regulation, interpretation of a specific provision of law, policy inconsistent application/ interpretation of any provision of the law by any relevant authority; 9.5 The Manager shall not be required to offer advice on any tax issue to the Client and the Manager accepts no liability for any tax the Client may be required to pay on any profits made during the term of this Agreement; 9.6 The Manager shall not be liable to the Client 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 Trust will indemnify the Manager against, and hold it harmless from, any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from acts or omissions of its officers, employees, or representatives or any custodian the Trust. Indemnification shall be made only after: (i) a final decision on the merits by a court or other person specifically authorized body before whom the proceeding was brought that the Trust was liable for the damages claimed or (ii) in the absence of such a decision, a reasonable determination based upon a review of the facts, that the Trust was liable for the damages claimed, which determination shall be made by either (a) the manager and any other third partiesvote of a majority of a quorum of Trustees of the Trust who are neither "interested persons" of the Trust nor parties to the proceeding ("disinterested non-party Trustees") or (b) an independent legal counsel satisfactory to the parties hereto, whose determination shall be set forth in a written opinion. The Manager shall also not be responsible entitled to advances from the Trust for any acts or omissions of any intermediaries and shall not guarantee the performance payment of the responsibilities reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent that would be permissible under the applicable provisions of Delaware law and the Investment Company Act. The Manager shall provide to the Trust a written affirmation of its good faith belief that the standard of conduct necessary for indemnification under such intermediarieslaw has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Manager shall provide security in form and amount acceptable to the Trust for its undertaking; (b) the Trust is insured against losses arising by reason of the advance; or (c) a majority of the independent Trustees of the Trust, or independent legal counsel in a written opinion, shall have determined, based on a review of facts readily available to the Trust at the time the advance is proposed to be made, that there is reason to believe that the Manager will ultimately be found to be entitled to indemnification.

LIMITATION OF LIABILITY OF THE MANAGER. 9.1 The Client confirms that they fully understand the risks involved with this Agreement and that they have been fully informed about such risk by the Manager. The Client confirms that he is familiar with all the transactions to be undertaken pursuant to this Agreement and that he does not need any further information or professional advice to comprehend the risks directly or indirectly associated with this Agreement and the transactions contemplated herein; 9.2 It is expressly stated that nothing contained herein amounts to any warranty or guarantee (express or implied) duties of the Manager shall be confined to pay any return of any nature those expressly set forth herein, and no implied duties are assumed by or guarantee any returns or accretions or accruals to the Client. The client expressly accepts that the Investment Amount and the Assets placed with may be asserted against the Manager and the sale and purchase of Financial Instruments by the Manager and the investments of the Assets by the Manager are and shall be at the sole risk of the Client and the Manager shall not be liable for any loss or damage caused to the Client as a result of any action or omission of the Manager pursuant to this Agreement unless such action is grossly negligent; 9.3 It is further expressly understood and agreed on by the Client that no representation or warranties are held out by the Manager about the safety or “soundness” of an investment made on behalf of the Client and all actions taken and acts done by the Manager are done solely at the Clients account and risk; any actions which the Manager takes or does not take as to the investments and the Account will be solely at the Clients account and risk and the Manager shall not carry any liability for making good any loss sustained or suffered by the Client for any action taken or failure to act unless the Manager acts with wilful default, fraudulently or with gross negligence to the Client’s interest; 9.4 hereunder. The Manager shall not be liable for any error of judgment or mistake of law or for any loss incurred due to a change of law, regulation, interpretation of a specific provision of law, policy inconsistent application/ interpretation arising out of any provision investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Article 8, the term "Manager' shall include directors, officers, employees and other corporate agents of the law by Manager as well as that corporation itself.) So long as the Manager acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Manager and hold it harmless from and against any relevant authority; 9.5 The Manager shall not be required to offer advice on and all actions, suits and claims, whether groundless or otherwise, and from and against any tax issue and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of said management and transfer, dividend disbursing and unitholder servicing agency relationship to the Client Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the Manager accepts no liability for any tax the Client may be required to pay on any profits made during the term termination of this Agreement; 9.6 . The rights 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 Trust may be asked to indemnify or hold the Manager harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Manager will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Manager may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Manager's duties, and the Manager shall not be liable to the Client or accountable for any act action taken or omission omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Manager shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor shall the Manager be held to have notice of any change of its officers, employees, or representatives or any custodian or other person specifically authorized by the manager and any other third parties. The Manager shall also not be responsible for any acts or omissions authority of any intermediaries and shall not guarantee the performance officer, employee or agent of the responsibilities Trust until receipt of such intermediarieswritten notice thereof from the Trust.

LIMITATION OF LIABILITY OF THE MANAGER. 9.1 The Client confirms that they fully understand the risks involved with this Agreement and that they have been fully informed about such risk by the Manager. The Client confirms that he is familiar with all the transactions to be undertaken pursuant to this Agreement and that he does not need any further information or professional advice to comprehend the risks directly or indirectly associated with this Agreement and the transactions contemplated herein; 9.2 It is expressly stated that nothing contained herein amounts to any warranty or guarantee (express or implied) duties of the -------------------------------------- Manager shall be confined to pay any return of any nature those expressly set forth herein, and no implied duties are assumed by or guarantee any returns or accretions or accruals to the Client. The client expressly accepts that the Investment Amount and the Assets placed with may be asserted against the Manager and the sale and purchase of Financial Instruments by the Manager and the investments of the Assets by the Manager are and shall be at the sole risk of the Client and the Manager shall not be liable for any loss or damage caused to the Client as a result of any action or omission of the Manager pursuant to this Agreement unless such action is grossly negligent; 9.3 It is further expressly understood and agreed on by the Client that no representation or warranties are held out by the Manager about the safety or “soundness” of an investment made on behalf of the Client and all actions taken and acts done by the Manager are done solely at the Clients account and risk; any actions which the Manager takes or does not take as to the investments and the Account will be solely at the Clients account and risk and the Manager shall not carry any liability for making good any loss sustained or suffered by the Client for any action taken or failure to act unless the Manager acts with wilful default, fraudulently or with gross negligence to the Client’s interest; 9.4 hereunder. The Manager shall not be liable for any error of judgment or mistake of law or for any loss incurred due to a change of law, regulation, interpretation of a specific provision of law, policy inconsistent application/ interpretation arising out of any provision investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Article 8, the term "Manager" shall include directors, officers and employees and other corporate agents of the law by Manager as well as that corporation itself.) So long as the Manager acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Manager and hold it harmless from and against any relevant authority; 9.5 The Manager shall not be required to offer advice on and all actions, suits and claims, whether groundless or otherwise, and from and against any tax issue and all losses, damages, costs, charges, reasonable counsel fees, and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of said management and transfer, dividend disbursing and unitholder servicing agency relationship to the Client Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the Manager accepts no liability for any tax the Client may be required to pay on any profits made during the term termination of this Agreement; 9.6 . The rights 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 Trust may be asked to indemnify or hold the Manager harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Manager will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights thereunder. The Manager may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Manager's duties, and the Manager shall not be liable to the Client or accountable for any act action taken or omission omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Manager shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed by the proper person or persons. Nor shall the Manager be held to have notice of any change of its officers, employees, or representatives or any custodian or other person specifically authorized by the manager and any other third parties. The Manager shall also not be responsible for any acts or omissions authority of any intermediaries and shall not guarantee the performance officer, employee or agent of the responsibilities Trust until receipt of such intermediarieswritten notice thereof from the Trust.

LIMITATION OF LIABILITY OF THE MANAGER. 9.1 The Client confirms that they fully understand the risks involved with this Agreement and that they have been fully informed about such risk by the Manager. The Client confirms that he is familiar with all the transactions to be undertaken pursuant to this Agreement and that he does not need any further information or professional advice to comprehend the risks directly or indirectly associated with this Agreement and the transactions contemplated herein; 9.2 It is expressly stated that nothing contained herein amounts to any warranty or guarantee (express or implied) duties of the Manager shall be confined to pay any return of any nature those expressly set forth herein, and no implied duties are assumed by or guarantee any returns or accretions or accruals to the Client. The client expressly accepts that the Investment Amount and the Assets placed with may be asserted against the Manager and the sale and purchase of Financial Instruments by the Manager and the investments of the Assets by the Manager are and shall be at the sole risk of the Client and the Manager shall not be liable for any loss or damage caused to the Client as a result of any action or omission of the Manager pursuant to this Agreement unless such action is grossly negligent; 9.3 It is further expressly understood and agreed on by the Client that no representation or warranties are held out by the Manager about the safety or “soundness” of an investment made on behalf of the Client and all actions taken and acts done by the Manager are done solely at the Clients account and risk; any actions which the Manager takes or does not take as to the investments and the Account will be solely at the Clients account and risk and the Manager shall not carry any liability for making good any loss sustained or suffered by the Client for any action taken or failure to act unless the Manager acts with wilful default, fraudulently or with gross negligence to the Client’s interest; 9.4 hereunder. The Manager shall not be liable for any error of judgment or mistake of law or for any loss incurred due to a change of law, regulation, interpretation of a specific provision of law, policy inconsistent application/ interpretation arising out of any provision investment or for any act or omission in willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Article 8, the term "Manager" shall include directors, officers and employees and other corporate agents of the law by Manger as well as that corporation itself.) So long as the Manger acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Manager and hold it harmless from and against any relevant authority; 9.5 The Manager shall not be required to offer advice on and all actions, suits and claims, whether groundless or otherwise, and from and against any tax issue and all losses, damages, costs, charges, reasonable counsel fees, and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of said management and transfer, dividend disbursing and unitholder servicing agency relationship to the Client Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the Manager accepts no liability for any tax the Client may be required to pay on any profits made during the term termination of this Agreement; 9.6 . The rights 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 cast eh Trust may be asked to indemnify or hold the Manager harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Manger will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights thereunder. The Manager may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Manager's duties, and the Manager shall not be liable to the Client or accountable for any act action taken or omission omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Manager shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed by the proper person or persons. Nor shall the Manager be held to have notice of any change of its officers, employees, or representatives or any custodian or other person specifically authorized by the manager and any other third parties. The Manager shall also not be responsible for any acts or omissions authority of any intermediaries and shall not guarantee the performance officer, employee or agent of the responsibilities Trust until receipt of such intermediarieswritten notice thereof from the Trust.

LIMITATION OF LIABILITY OF THE MANAGER. 9.1 The Client confirms that they fully understand the risks involved with this Agreement and that they have been fully informed about such risk by the Manager. The Client confirms that he is familiar with all the transactions to be undertaken pursuant to this Agreement and that he does not need any further information or professional advice to comprehend the risks directly or indirectly associated with this Agreement and the transactions contemplated herein; 9.2 It is expressly stated that nothing contained herein amounts to any warranty or guarantee (express or implied) duties of the Manager shall be confined to pay any return of any nature those expressly set forth herein, and no implied duties are assumed by or guarantee any returns or accretions or accruals to the Client. The client expressly accepts that the Investment Amount and the Assets placed with may be asserted against the Manager and the sale and purchase of Financial Instruments by the Manager and the investments of the Assets by the Manager are and shall be at the sole risk of the Client and the Manager shall not be liable for any loss or damage caused to the Client as a result of any action or omission of the Manager pursuant to this Agreement unless such action is grossly negligent; 9.3 It is further expressly understood and agreed on by the Client that no representation or warranties are held out by the Manager about the safety or “soundness” of an investment made on behalf of the Client and all actions taken and acts done by the Manager are done solely at the Clients account and risk; any actions which the Manager takes or does not take as to the investments and the Account will be solely at the Clients account and risk and the Manager shall not carry any liability for making good any loss sustained or suffered by the Client for any action taken or failure to act unless the Manager acts with wilful default, fraudulently or with gross negligence to the Client’s interest; 9.4 hereunder. The Manager shall not be liable for any error of judgment or mistake of law or for any loss incurred due to a change of law, regulation, interpretation of a specific provision of law, policy inconsistent application/ interpretation arising out of any provision investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Article 8, the term "Manager" shall include directors, officers, employees and other corporate agents of the law by Manager as well as that corporation itself.) So long as the Manager acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Manager and hold it harmless from and against any relevant authority; 9.5 The Manager shall not be required to offer advice on and all actions, suits and claims, whether groundless or otherwise, and from and against any tax issue and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of said management and transfer, dividend disbursing and Unitholder servicing agency relationship to the Client Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the Manager accepts no liability for any tax the Client may be required to pay on any profits made during the term termination of this Agreement; 9.6 . The rights 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 Trust may be asked to indemnify or hold the Manager harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Manager will use all reasonable care to identify and notify the Trust promptly concern- ing any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not effect the rights hereunder. The Manager may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Manager's duties, and the Manager shall not be liable to the Client or accountable for any act action taken or omission omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Manager shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor shall the Manager be held to have notice of any change of its officers, employees, or representatives or any custodian or other person specifically authorized by the manager and any other third parties. The Manager shall also not be responsible for any acts or omissions authority of any intermediaries and shall not guarantee the performance officer, employee or agent of the responsibilities Trust until receipt of such intermediarieswritten notice thereof from the Trust.