Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2
Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc 8 5.2 Mandatory Indemnification 9 5.3 No Bond Required of Trustees 10 5.4 No Duty of Investigation; Notice in Trust Instruments, etc 10 5.5 Reliance on Experts, etc 10 5.6 Insurance 10 5.7 Derivative Actions 11
Limitations of Liability and Indemnification. 4.1 No Personal Liability of Shareholders, Trustees, etc 12 4.2 Mandatory Indemnification 12 4.3 No Duty of Investigation; Notice in Trust Instruments, etc 14 4.4 Reliance on Experts, etc 14 ARTICLE V Shares of Beneficial Interest 5.1 Beneficial Interest 15 5.2 Classes and Series 15 5.3 Issuance of Shares 16 5.4 Rights of Shareholders 16 5.5 Trust Only 16 5.6 Register of Shares 17 5.7 Transfer Agent and Xxxxxxxxx 00 5.8 Transfer of Shares 17 5.9 Notices 18 5.10 Net Asset Value 18 5.11 Distributions to Shareholders 18 ARTICLE VI Shareholders 6.1 Meetings of Shareholders 19 6.2 Voting 19 6.3 Notice of Meeting, Shareholder Proposals and Record Date 20 6.4 Quorum and Required Vote 20 6.6 Reports 22 6.7 Shareholder Action by Written Consent 22 ARTICLE VII Duration: Termination of Trust; Amendment; Mergers, Etc. 7.1 Duration 22 7.2 Termination 22 7.3 Amendment Procedure 23 7.4 Merger, Consolidation and Sale of Assets 24 7.5 Redemption; Conversion 25 7.6 Certain Transactions 25 ARTICLE VIII Miscellaneous 8.1 References; Headings; Counterparts xx 8.2 Filing 27 8.3 Resident Agent 28 8.4 Governing Law 28 8.5 Counterparts 28 8.6 Reliance by Third Parties 28 8.7 Provisions in Conflict with Law or Regulation 29 2 AMENDED AGREEMENT AND DECLARATION OF TRUST AMENDED AGREEMENT AND DECLARATION OF TRUST made as of the 7th day of July, 2004, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc. 7 5.2 Mandatory Indemnification 7 5.3 No Bond Required of Trustees 9
Limitations of Liability and Indemnification. PNC shall not be responsible for and each Fund agrees severally and not jointly to indemnify, defend and hold PNC harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC or for which PNC may be held to be liable (a “Claim”) arising out of or attributable to any of the following: (a) any actions of PNC taken or omitted in connection with this Agreement except to the extent such Claim resulted from a negligent act or omission to act or willful misconduct by PNC in the performance of its duties hereunder; (b) PNC’s reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC from a Fund; (c) any instructions or requests from the Funds upon which PNC chooses, in its reasonable discretion, to act; (d) a Fund’s refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a Fund’s negligence or misconduct or the breach of any representation or warranty of the Fund made herein. Without in any way limiting the foregoing, PNC shall have no liability for failing to file on a timely basis any material to be provided by the Funds that PNC has not received on a timely basis from the Funds. PNC shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds for filing or bear any liability arising out of the timely filing of such materials. Neither party may assert any cause of action against the other party under this Agreement that accrued more than two (2) years prior to the discovery of such cause of action. Each party shall have the duty to mitigate damages for which the other party may become responsible. In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the party. Without limiting the generality of the foregoing or any other provisions of this Agreement, PNC shall not be liable for delays or failures to perform any of the services or errors or loss of data occurring by reason of circumstances beyond its control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure of the mails, transportation, communication or power supply,...
Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc. 7 5.2 Mandatory Indemnification 7 5.3 No Bond Required of Trustees 9 5.4 No Duty of Investigation; Notice in Trust Instruments, etc. 9 5.5 Reliance on Experts, etc. 9 ARTICLE VI Shares of Beneficial Interest 6.1 Beneficial Interest 9 6.2 Other Securities 9 6.3 Rights of Shareholders 9 6.4 Trust Only 10 6.5 Issuance of Shares 10 6.6 Register of Shares 10 6.7 Transfer Agent and Xxxxxxxxx 00 6.8 Transfer of Shares 10 6.9 Notices 11
Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEA, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT.
Limitations of Liability and Indemnification. (a) Bank shall use reasonable care in performing its duties under this Agreement. Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied its duty of reasonable care.
Limitations of Liability and Indemnification. 7 4.1 No Personal Liability of Shareholders, Trustees, etc 7 4.2 Mandatory Indemnification. 7
Limitations of Liability and Indemnification. 7 4.1 No Personal Liability of Shareholders, Trustees, etc 7 4.2 Mandatory Indemnification 7 4.3 No Duty of Investigation; Notice in Trust Instruments, etc 8 4.4 Reliance on Experts, etc 9 ARTICLE V Shares of Beneficial Interest 9 5.1 Beneficial Interest 9 5.2 Classes and Series 9 5.3 Issuance of Shares 9 5.4 Redemptions and Repurchases of Shares 10 5.5 Rights of Shareholders 10 5.6 Trust Only 10 5.7 Register of Shares 10 5.8 Transfer Agent and Xxxxxxxxx 00 5.9 Transfer of Shares 11 5.10 Notices 11 5.11 Net Asset Value 11 5.12 Distributions to Shareholders 11 ARTICLE VI Shareholders 12 6.1 Meetings of Shareholders 12 6.2 Voting 12 6.3 Notice of Meeting, Shareholder Proposals and Record Date 12 6.4 Quorum and Required Vote 12 6.5 Proxies, etc 13 6.6 Reports 13 6.7 Shareholder Action by Written Consent 14
