Common use of Ministerial and Custodial Tasks Clause in Contracts

Ministerial and Custodial Tasks. To perform other ministerial and custodial tasks in accordance with the direction of the Investment Manager. If Trust assets are transferred to another custodian, that custodian shall have, and the Trustee shall not have, the duties and powers specified in Section 5.2 with respect to those assets. The Trustee shall have no liability or responsibility for any loss resulting to the Trust by reason of the sale or purchase of any investment directed by an Investment Manager or the Company or by reason of the failure to take any action with respect to any investment that was acquired pursuant to any such direction in the absence of further directions of such Investment Manager or the Company. Notwithstanding anything in this Agreement to the contrary, the Trustee shall be indemnified and saved harmless by the Company from and against any and all liability to which the Trustee may be subjected by carrying out any investment directions of an Investment Manager or the Company, including all expenses reasonably incurred in its defense in the event the Company fails to provide such defense; provided, however, the Trustee shall not be so indemnified if it participates knowingly in, or knowingly undertakes to conceal, an act or omission of an Investment Manager or the Company, having actual knowledge that such act or omission is a breach of a fiduciary duty; and provided further, that the Trustee shall not be deemed to have knowingly participated in or knowingly undertaken to conceal an act or omission of an Investment Manager or the Company with knowledge that such act or omission was a breach of fiduciary duty by merely complying with directions of an Investment Manager or the Company or by failure to act with respect to assets subject to the investment control of an Investment Manager or the Company in the absence of directions from the Investment Manager or the Company. The Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued by the Investment Manager or the Company which the Trustee believes to be genuine and to have been issued by the Investment Manager or the Company. The Trustee shall not be charged with knowledge of the appointment or termination of the appointment of any Investment Manager by the Company until it receives written notice thereof from the Company.