Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. The Portfolio Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and the Portfolio Adviser shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Portfolio Adviser against any liability to the Investment Manager or the Fund to which the Portfolio Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 5, the term “Portfolio Adviser” shall include any affiliates of the Portfolio Adviser performing services for the Fund and/or the Investment Manager contemplated hereby and the partners, shareholders, directors, officers and employees of the Portfolio Adviser and such affiliates. Notwithstanding the forgoing, nothing herein shall limit, modify, terminate or supersede any right to indemnification that the Portfolio Adviser may have under the Fund’s Declaration of Trust and By-Laws, as each may be amended, or as provided in any limited partnership agreement of a collective investment fund (or similar governance agreement) and/or subscription agreement(s) to a collective investment fund, in which the Fund may invest.