Common use of Standard of Care, Limitation of Liability and Indemnification Clause in Contracts

Standard of Care, Limitation of Liability and Indemnification. You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, members, agents, control persons or affiliates of any thereof shall be subject to any liability to the Fund or its shareholders for any damages, expenses or losses in connection with any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, or in connection with any error of judgment or mistake of law, except by reason of willful misfeasance, bad faith or gross negligence on the part of you or any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of you, who may be or become a trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your control or direction, even though paid by you.

Standard of Care, Limitation of Liability and Indemnification. You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, members, agents, control persons or affiliates of any thereof shall be subject to any liability to the Fund Company or its shareholders for any damages, expenses or losses in connection with any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, or in connection with any error of judgment or mistake of law, except by reason of willful misfeasance, bad faith or gross negligence on the part of you or any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of you, who may be or become a trustee, officer, employee or agent of the TrustCompany, shall be deemed, when rendering services to the Trust Company or acting on any business of the Trust Company (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust Company and not as a director, officer, employee, shareholder, member, or agent of you, or one under your control or direction, even though paid by you.

Standard of Care, Limitation of Liability and Indemnification. The Adviser will exercise its best judgment and will act in good faith and use reasonable care and in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement. You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, members, agents, control persons or affiliates of any thereof shall be subject to any liability to the Fund or its shareholders for any damages, expenses or losses in connection with any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, or in connection with any error of judgment or mistake of law, except by reason of willful misfeasance, bad faith or gross negligence on the part of you or any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of you, who may be or become a trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your control or direction, even though paid by you.

Standard of Care, Limitation of Liability and Indemnification. (a) You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, members, agents, control persons or affiliates of any thereof shall be subject to any liability to the Fund or its shareholders for any damages, expenses or losses in connection with any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, or in connection with any error of judgment or mistake of law, except by reason of willful misfeasance, bad faith or gross negligence on the part of you or any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of you, who may be or become a trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your control or direction, even though paid by you. (b) Subject to the further limitations contained in Section 9(c) and Section 9(d) below: (i) the Trust (an “Indemnifying Party”) shall indemnify, defend, protect and hold you and your members, directors, officers, and employees (each a “Covered Person”) harmless, to the fullest extent permitted by law, against any and all damages, demands, liabilities, costs and expenses (including reasonable attorney fees and amounts reasonably paid in settlement) (each a “Loss”) to which the Covered Person may become subject by virtue of your being or having been the investment manager to the Trust, including any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its shareholders) arising out of or otherwise based upon the performance of any of your duties or obligations under this Agreement or otherwise as the investment manager of the Trust; except for any Losses resulting from the willful misfeasance, bad faith or gross negligence of the Covered Person in the performance of duties or from reckless disregard of obligations and duties under this Agreement; (ii) You (also, an “Indemnifying Party”) shall indemnify, defend, protect and hold harmless the Trust, and its Trustees, officers, employees (each also a Covered Person) to the fullest extent permitted by law, against any and all Losses, if the Loss is the result of your willful misfeasance, bad faith or gross negligence in the performance of your duties or from reckless disregard of your obligations and duties under this Agreement; (c) Furthermore, no indemnification shall be provided hereunder to a Covered Person: (i) who shall have been adjudicated, by a court or body before which the proceedings was brought, to have caused a Loss as a result of willful misfeasance, bad faith or gross negligence in the performance of duties or from reckless disregard of obligations and duties under this Agreement; or (ii) in the event of a settlement, unless there has been a determination that such Covered Person did not cause a Loss as a result of willful misfeasance, bad faith or gross negligence in the performance of duties or from reckless disregard of obligations and duties under this Agreement: (a) by the court or other body approving the settlement; or (b) by a majority of those Trustees who are neither “interested persons” of the Trust (as defined in the 0000 Xxx) nor are parties to the matter, based upon a review of readily available facts (as opposed to a full trial-type inquiry) (for indemnifications by the Trust only); or (c) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry). (d) The rights of indemnification herein provided may be insured against by policies maintained by you or the Trust shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the personal representatives, successors and assigns of each such person. Nothing contained herein shall affect any rights to indemnification to which you or your personnel or the Trust or Trust’s personnel or any other persons, other than a Covered Person, may be entitled by contract or otherwise by law. (e) Expenses in connection with the investigation, preparation and presentation of a defense to any claim, suit or proceeding of the character described in subsection (c) of this Section 9 shall be paid by an Indemnifying Party, from time to time, prior to final disposition thereof, upon receipt of an undertaking by or on behalf of a Covered Person that such amount will be repaid to the Indemnifying Party if it is ultimately determined that he or she is not entitled to indemnification under this Section 9; and provided that either: (i) such Covered Person shall have provided appropriate security for such undertaking, (ii) the Indemnifying Party shall be insured against losses arising out of any such advance payments, (iii) a majority of the Trustees who are neither “interested persons” of the Trust nor parties to the matter, shall have determined, based on a review of readily available facts (as opposed to trial-type inquiry), that there is reason to believe that such Covered Person will be entitled to indemnification by the Indemnifying Party under this Section 9 (for indemnifications by the Trust only); or (iv) independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to trial-type inquiry), that there is reason to believe that such Covered Person will be entitled to indemnification under this Section 9. (f) Neither party shall be liable to the other party for consequential damages under any provision of this Agreement.