Common use of Liabilities of the Manager Clause in Contracts

Liabilities of the Manager. A. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or its partners, the Manager and its partners shall not be subject to liability to Accessor Funds or to any shareholder of Accessor Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Accessor Funds shall indemnify the Manger and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Manger in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding arising out of or otherwise based upon any action taken or omitted to be taken by the Manger in connection with the performance of its duties or obligations under this Agreement. B. No provision of this Agreement shall be construed to protect any Director or officer of Accessor Funds, or the Manger and its partners, from liability in violation of Section 17(h) and (i) of the 1940 Act.

Liabilities of the Manager. A. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or its partners, the Manager and its partners shall not be subject to liability to Accessor Funds or to any shareholder of Accessor Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Accessor Funds shall indemnify the Manger Manager and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Manger in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding arising out of or otherwise based upon any action taken or omitted to be taken by the Manger Manager in connection with the performance of its duties or obligations under this Agreement. B. No provision of this Agreement shall be construed to protect any Director or officer of Accessor Funds, or the Manger and its partners, from liability in violation of Section sections 17(h) and (i) of the 1940 Act.