Common use of Protection of PFPC Clause in Contracts

Protection of PFPC. PFPC shall be indemnified by the Fund for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PFPC's properly taking or not taking such action. Nothing in this subsection shall excuse PFPC when an action or omission on the part of PFPC carrying out such directions, advice, Oral Instructions or Written Instructions constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement.

Protection of PFPC. PFPC shall be indemnified by the Fund for protected in any action PFPC it ------------------- takes or does not take in reliance upon directions or directions, advice or Oral Instructions or Written Instructions PFPC it receives from E*TRADE Asset Management or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or directions, advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or directions, advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or directions, advice or Oral Instructions or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PFPC's properly taking or not taking such action. Nothing in this subsection shall excuse PFPC when an action or omission on the part of PFPC carrying out such directions, advice, Oral Instructions or Written Instructions constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement. 7.

Protection of PFPC. PFPC shall be indemnified by the Fund for protected in any action PFPC it takes or ------------------ does not take in reliance upon directions or directions, advice or Oral Instructions or Written Instructions PFPC it receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions directions, advice or advice and Oral Instructions or Written Instructions. Nothing in this section Section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or directions, advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or directions, advice or Oral Instructions or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PFPC's properly taking or not taking such action. Nothing in this subsection shall excuse PFPC when an action or omission on the part of PFPC carrying out such which is taken in reliance upon directions, advice, advice or Oral Instructions or Written Instructions constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement.

Protection of PFPC. PFPC shall not be indemnified by liable to the Fund for any action PFPC it takes or does not take in reliance in good faith upon directions or advice or Oral Instructions or Written Instructions PFPC it receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice and or Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PFPC's properly taking or not taking such action. Nothing in this subsection shall excuse PFPC when an action or omission on the part of PFPC carrying out such directions, advice, Oral Instructions or Written Instructions otherwise constitutes (A) willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any its duties, obligations and responsibilities under this Agreement or responsibilities set forth in Applicable Law or (B) a breach of this Agreement.

Protection of PFPC. PFPC shall be indemnified by the Fund for protected in any action PFPC PFPC- takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions Instructions, unless, under the terms of other provisions of this Agreement, the same is a condition of PFPC's properly taking or not taking such action. Nothing in this subsection shall excuse PFPC when an will remain liable for any action or omission on the part of PFPC in carrying out such directions, advice, directions or advice or Oral Instructions or Written Instructions which constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement.

Protection of PFPC. PFPC shall be indemnified by the Fund for protected in any action PFPC it takes or does not take in reliance upon directions or directions, advice or Oral Instructions or Written Instructions PFPC it receives from Highland or on behalf of the Fund or (to the extent permitted under clause (c) above) from counsel and which PFPC believes, in good faith, to be consistent with those directions directions, advice or advice and Oral Instructions or Written Confidential and Proprietary Not for Reproduction or Re-Distribution Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or directions, advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or directions, advice or Oral Instructions or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PFPC's ’s properly taking or not taking such action. Nothing in this subsection shall excuse PFPC when an action or omission on the part of PFPC carrying out such directions, advice, Oral Instructions or Written Instructions constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement.