Common use of RESPONSIBILITY; INDEMNIFICATION Clause in Contracts

RESPONSIBILITY; INDEMNIFICATION. You assume no responsibility under this Agreement other than to render the services called for hereunder, and specifically you assume no responsibility for investment advice or the investment or reinvestment of the Fund’s assets. You shall not be liable to the Fund for any action taken or omitted to be taken by you in connection with the performance of any of your duties or obligations under this Agreement, and the Fund shall indemnify you and hold you harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement, provided the Fund has consented to such settlement and had an opportunity to defend the relevant matter at its own expense) incurred by you in or by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by you in connection with the performance of any of your duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect you against or entitle or be deemed to entitle you to indemnification in respect of any liability to the Fund or its security holders to which you would otherwise be subject by reason of (a) willful misfeasance, bad faith or gross negligence in the performance of your duties, (b) your receipt of an improper personal benefit in money, property or service, or (c) in the case of any criminal proceeding, your having reasonable cause to believe the act or omission was unlawful.

RESPONSIBILITY; INDEMNIFICATION. You assume no responsibility under this Agreement other than to render the services called for hereunder, and specifically you assume no responsibility for investment advice or the investment or reinvestment of the Fund’s 's assets. You shall not be liable to the Fund for any action taken or omitted to be taken by you in connection with the performance of any of your duties or obligations under this Agreement, and the Fund shall indemnify you and hold you harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ ' fees and amounts reasonably paid in settlement, provided the Fund has consented to such settlement and had an opportunity to defend the relevant matter at its own expense) incurred by you in or by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by you in connection with the performance of any of your duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect you against or entitle or be deemed to entitle you to indemnification in respect of any liability to the Fund or its security holders to which you would otherwise be subject by reason of (a) willful misfeasance, bad faith or gross negligence in the performance of your duties, (b) your receipt of an improper personal benefit in money, property or service, or (c) in the case of any criminal proceeding, your having reasonable cause to believe the act or omission was unlawful.negligence