(1) This regulation applies to -
(a) any proceedings for negligence, default, breach of duty or breach of trust against an officer of an open-ended investment company or a person (whether or not an officer of the company) employed by the company as auditor; or
(b) any proceedings against the depository of such a company for failure to exercise due care and diligence in the discharge of his functions in respect of the company.
(2) If, in any proceedings to which this regulation applies, it appears to the court hearing the case -
(a) that the officer, auditor or depositary is or may be liable in respect of the cause of action in question;
(b) that, nevertheless, he has acted honestly and reasonably; and
(c) that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused from the liability sought to be enforced against him;
the court may relieve him, either wholly or partly, from his liability on such terms as it may t
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