Common use of DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY Clause in Contracts

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, U.S. Trust shall be obligated to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Company and its custodians, officers and directors, investors, agents and other service providers which U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Except as provided herein, U.S. Trust shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Company, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or negligence on U.S. Trust's part in the performance of its duties or from reckless disregard by U.S. Trust of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of U.S. Trust, who may be or become an officer, director, partner, employee or agent of the Company, shall be deemed when rendering services to the Company in that capacity or acting on any business of the Company in that capacity (other than services or business in connection with U.S. Trust's duties hereunder) to be rendering such services to or acting solely for the Company and not as an officer, director, partner, employee or agent or person under the control or direction of U.S. Trust even though paid by U.S. Trust. (c) Subject to Paragraphs 7(b) and (d), U.S. Trust shall not be responsible for, and the Company shall indemnify and hold U.S. Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities arising out of or attributable to: (i) all actions of U.S. Trust or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by U.S. Trust or its officers or agents of information, records, or documents which are received by U.S. Trust or its officers or agents and furnished to it or them by or on behalf of the Company, and which have been prepared or maintained by the Company or any third party on behalf of the Company other than U.S. Trust or any of its affiliates; (iii) the Company's refusal or failure to comply with the terms of this Agreement or the Company's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the material breach of any representation or warranty of the Company hereunder; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with investors and shareholders, or reliance by U.S. Trust or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by U.S. Trust or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Company or recognition by U.S. Trust or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to U.S. Trust or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Company in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Company or its other service providers and agents other than U.S. Trust or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by U.S. Trust or its officers or agents or any of their affiliates prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by U.S. Trust or its officers or agents; and (x) the actions taken by the Company, its investment adviser (other than U.S. Trust or its officers or agents or any of their affiliates), and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) Notwithstanding anything herein to the contrary, U.S. Trust shall be as fully responsible to the Company for the acts and omissions of any sub- transfer agent as U.S. Trust is for its own acts and omissions.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, U.S. Trust shall be obligated obligated, as applicable, to exercise the due care and diligence of a mutual fund accounting agent and administrator, and in all events to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, communications from the Company Fund and its custodiansCustodian, officers and directors, investors, agents and other service providers which U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the CompanyFund, as necessary or appropriate. (b) Except as provided hereinSubject to the foregoing, U.S. Trust shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the CompanyFund, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on U.S. Trust's part in the performance of its duties or from reckless disregard by U.S. Trust of its obligations and duties under this Agreement. Any personofficer, even though director, partner, employee or agent of the Fund who is also an officer, director, partner, employee or agent of U.S. Trust, who may be or become an officer, director, partner, employee or agent of the Company, Trust shall be deemed when to be rendering services to the Company in that capacity or acting on any business of solely for the Company in that capacity (other than Fund, except when rendering services or business in connection with U.S. Trust's duties hereunder) to be rendering such services to or acting solely for the Company and not as an officer, director, partner, employee or agent or person under the control or direction of U.S. Trust even though paid by U.S. Trust. (c) Subject to Paragraphs Paragraph 7(b) and (d)above, U.S. Trust shall not be responsible for, and the Company MAS shall indemnify and hold U.S. Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities arising out of or attributable to: (i) all actions of U.S. Trust or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by U.S. Trust or its officers or agents of information, records, records or documents which are received by U.S. Trust or its officers or agents and furnished to it or them by or on behalf of MAS or the CompanyFund, and which have been prepared or maintained by the Company Fund, MAS or any other third party on behalf of MAS or the Company other than U.S. Trust or any of its affiliatesFund; (iii) the CompanyMAS's refusal or failure to comply with the terms of this Agreement or the CompanyMAS's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful will misfeasance; (iv) the material breach of any representation or warranty of the Company MAS hereunder;; or (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with investors and shareholders, or reliance by U.S. Trust or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by U.S. Trust or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Company or recognition by U.S. Trust or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to U.S. Trust or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Company Fund and/or its distributor (a) in violation of any requirement under the Federal federal securities laws or regulations or the securities laws or regulations of any state, or (b) in violation of any stop order or other determination or ruling by any Federal federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Company Fund or its other service providers and agents other than U.S. Trust distributor or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by U.S. Trust or its officers or agents or any of their affiliates Fund prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by U.S. Trust or its officers or agents; and (x) the actions taken by the Company, its investment adviser (other than U.S. Trust or its officers or agents or any of their affiliates), and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) Notwithstanding anything herein to the contrary, U.S. Trust shall be as fully responsible indemnify and hold MAS harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liabilities arising out of or attributable to U.S. Trust's refusal or failure to comply with the Company for the acts and omissions terms of this Agreement, U.S. Trust's breach of any sub- transfer agent as representation or warranty made by it herein, or U.S. Trust is for Trust's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its own acts and omissionsduties.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, U.S. Trust shall be obligated obligated, as applicable, to exercise the due care and diligence of a mutual fund transfer and dividend disbursing agent, and in all events to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, communications from the Company Fund and its custodiansCustodian, officers and directors, investors, agents and other service providers which U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust also shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by acceptable to the CompanyFund, as necessary or appropriate. (b) Except as provided hereinSubject to the foregoing, U.S. Trust shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the CompanyFund, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on U.S. Trust's part in the performance of its duties or from reckless disregard by U.S. Trust of its obligations and duties under this Agreement. Any personofficer, even though director, partner, employee or agent of the Fund who is also an officer, director, partner, employee or agent of U.S. Trust, who may be or become an officer, director, partner, employee or agent of the Company, Trust shall be deemed when to be rendering services to the Company in that capacity or acting on any business of solely for the Company in that capacity (other than Fund, except when rendering services or business in connection with U.S. Trust's duties hereunder) to be rendering such services to or acting solely for the Company and not as an officer, director, partner, employee or agent or person under the control or direction of U.S. Trust even though paid by U.S. Trust. (c) Subject to Paragraphs Paragraph 7(b) and (d)above, U.S. Trust shall not be responsible for, and the Company Fund shall indemnify and hold U.S. Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities arising out of or attributable to: (i) all actions of U.S. Trust or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by U.S. Trust or its officers or agents of information, records, or documents which are received by U.S. Trust or its officers or agents and furnished to it or them by or on behalf of the CompanyFund, and which have been prepared or maintained by the Company Fund or any other third party on behalf of the Company other than U.S. Trust or any of its affiliatesFund; (iii) the CompanyFund's refusal or failure to comply with the terms of this Agreement or the CompanyFund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the material breach of any representation or warranty of the Company Fund hereunder; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with investors reasonable and shareholders, or justified reliance by U.S. Trust or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by U.S. Trust or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Company Fund or recognition by U.S. Trust or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company Fund and the proper countersignature of any former or current transfer agent or registrar of the Company;Fund; or (vii) any delays, inaccuracies, errors in or omissions from data provided to U.S. Trust or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Company Fund and/or its distributor (a) in violation of any requirement under the Federal federal securities laws or regulations or the securities laws or regulations of any state, or (b) in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Company Fund or its other service providers and agents other than U.S. Trust distributor or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by U.S. Trust or its officers or agents or any of their affiliates Fund prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by U.S. Trust or its officers or agents; and (x) the actions taken by the Company, its investment adviser (other than U.S. Trust or its officers or agents or any of their affiliates), and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) Notwithstanding anything herein to the contrary, U.S. Trust shall be as fully responsible indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liabilities arising out of or attributable to U.S. Trust's refusal or failure to comply with the Company for the acts and omissions terms of this Agreement; U.S. Trust's breach of any sub- transfer agent as representation or warranty made by it herein; or U.S. Trust is for Trust's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its own acts and omissionsduties.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, U.S. Trust shall be obligated to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Company and its custodians, officers and directors, investors, agents and other service providers which U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Except as provided herein, U.S. Trust shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Company, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or negligence on U.S. Trust's part in the performance of its duties or from reckless disregard by U.S. Trust of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of U.S. Trust, who may be or become an officer, director, partner, employee or agent of the Company, shall be deemed when rendering services to the Company in that capacity or acting on any business of the Company in that capacity (other than services or business in connection with U.S. Trust's duties hereunder) to be rendering such services to or acting solely for the Company and not as an officer, director, partner, employee or agent or person under the control or direction of U.S. Trust even though paid by U.S. Trust.or (c) Subject to Paragraphs 7(b) and (d), U.S. Trust shall not be responsible for, and the Company shall indemnify and hold U.S. Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities arising out of or attributable to: : (i) all actions of U.S. Trust or its officers or agents required to be taken pursuant to this Agreement; ; (ii) the reliance on or use by U.S. Trust or its officers or agents of information, records, or documents which are received by U.S. Trust or its officers or agents and furnished to it or them by or on behalf of the Company, and which have been prepared or maintained by the Company or any third party on behalf of the Company other than U.S. Trust or any of its affiliates; ; (iii) the Company's refusal or failure to comply with the terms of this Agreement or the Company's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; ; (iv) the material breach of any representation or warranty of the Company hereunder; ; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with investors and shareholders, or reliance by U.S. Trust or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; ; (vi) the reliance on or the carrying out by U.S. Trust or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Company or recognition by U.S. Trust or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to U.S. Trust or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Company in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Company or its other service providers and agents other than U.S. Trust or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by U.S. Trust or its officers or agents or any of their affiliates prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by U.S. Trust or its officers or agents; and (x) the actions taken by the Company, its investment adviser (other than U.S. Trust or its officers or agents or any of their affiliates), and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) Notwithstanding anything herein to the contrary, U.S. Trust shall be as fully responsible to the Company for the acts and omissions of any sub- transfer agent as U.S. Trust is for its own acts and omissions.