Common use of AdvisorCentral Clause in Contracts

AdvisorCentral. GE Fund Products hereby authorize and instruct PFPC to execute the AdvisorCentral Fund Company Agreement (the “AdvisorCentral Agreement”) substantially in the form attached hereto as Exhibit F. PFPC and GE Fund Products hereby acknowledge that PFPC is executing the AdvisorCentral Agreement on behalf of the GE Fund Products for the sole purpose of enabling the GE Fund Products to utilize AdvisorCentral’s services as described in the AdvisorCentral Agreement. To the extent any liability arises with respect to the AdvisorCentral services, the parties hereto agree as follows: (i) In the event of any claim or liability against the GE Fund Products or any losses to the GE Funds Products arising out of the acts or omissions of AdvisorCentral, PFPC hereby assigns to the GE Fund Products any and all of PFPC’s rights under the AdvisorCentral Agreement to enable the GE Fund Products to bring an action directly against AdvisorCentral; and in furtherance of the foregoing, PFPC has obtained AdvisorCentral’s consent to include the GE Fund Products as third party beneficiaries to the AdvisorCentral Agreement and agrees to provide reasonable assistance to the GE Fund Products in asserting any such claim directly against AdvisorCentral; (ii) In the event of any claim by AdvisorCentral against PFPC arising out of the AdvisorCentral Agreement, PFPC shall only be responsible for such claim to the extent such claim arises out of PFPC’s breach of the AdvisorCentral Agreement or breach of the standard of care set forth in this Agreement; and (iii) PFPC shall assume responsibility for any claim or liability against either the GE Fund Products or AdvisorCentral only to the extent such claim or liability arises out of the acts or omissions of PFPC in breach of the AdvisorCentral Agreement or to the extent PFPC has breached its standard of care set forth in this Agreement.